News & Analysis as of May 31, 2025

Corporate Issuers

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SEC Staff Expands Confidential Submission Options for Issuers

Latham & Watkins LLP on 3/5/2025

The SEC Staff has expanded the ability of issuers to make confidential submission of draft registration statements and clarified the procedures for making confidential submissions. This new policy takes effect immediately....more

Forward-Looking Statements: Safe Harbors Compliance Guidelines

Venable LLP on 9/4/2024

The securities law disclosure framework has evolved to encourage; companies acting in good faith to disseminate relevant projections pertaining to their businesses to the general public "without fear of open-ended liability."...more

Redefining Insider Trading: The SEC's Groundbreaking Theory in the Panuwat Case

Miller Canfield on 2/29/2024

In SEC v Panuwat, a federal jury in California will hear a novel insider trading theory that the court has allowed to proceed to trial. In Panuwat, the SEC says it is unlawful for an individual to purchase securities of a...more

Regulation A+ SEC Developments - Recent SEC Enforcement Proceedings and SEC Comment Letter Trends

Goodwin on 7/18/2023

In March 2015, the Securities and Exchange Commission (SEC) adopted amendments to Regulation A, which expanded the Regulation A exemption from the Securities Act of 1933 (the Securities Act) registration for public offerings...more

SEC Adopts Amendments to Issuer Repurchase Disclosure

WilmerHale on 5/9/2023

On May 3, 2023, in a 3-2 vote, the SEC adopted amendments to significantly increase the disclosure required about issuer repurchases of their equity securities that are registered under the Securities Exchange Act of 1934....more

Nutter Securities Enforcement Update: January 1, 2023

Nutter McClennen & Fish LLP on 1/4/2023

The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges. ...more

SEC Proposes Rules to Modernize Share Repurchase Disclosures

WilmerHale on 12/28/2021

On December 15, the same day it proposed amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) that may blunt the use of the affirmative defense for insider trading, the Securities and Exchange...more

SEC Adopts Final Rules Governing Payment Disclosure by Resource Extraction Issuers

Jones Day on 12/30/2020

The rules will require resource extraction issuers to file a Form SD on an annual basis that includes information about payments related to the commercial development of oil, natural gas, or minerals that are made to the U.S....more

Foley Governance and Regulatory Alert: SEC Proposes Conditional Exemption for Finders Assisting Small Businesses with Capital...

Foley & Lardner LLP on 10/8/2020

On October 7, 2020, the Securities and Exchange Commission (“SEC” or “Commission”) voted to propose a new limited, conditional exemption from the broker registration requirements of Section 15(a) of the Securities Exchange...more

SEC Division of Enforcement Warns of COVID19 Insider Trading Risks

Foley Hoag LLP on 3/27/2020

On March 23, the SEC Division of Enforcement (Enforcement) issued a public statement bluntly warning issuers and insiders connected to them, along with broker-dealers and investment advisers, about the unique risks of insider...more

The SEC Insists On "Terminological Inexactitude" For Resource Extraction Issuer Rule

Allen Matkins on 1/7/2020

As previously mentioned in this blog, the Securities and Exchange Commission is trying for the third time to implement Congress' directive to adopt rules requiring disclosure by "resource extraction issuers". See The SEC's...more

A Rising Tide May Lift All Boats: SEC Adopts Rule 163B, Permitting All Issuers to “Test the Waters”

Pillsbury Winthrop Shaw Pittman LLP on 10/31/2019

The rule is an expansion of a popular modernization reform previously only available to emerging growth companies. All issuers considering a registered securities offering will now be able to engage in “testing-the-waters”...more

SEC Sanctions Issuer for Misrepresentations Regarding Loan Covenant Compliance

Stinson - Corporate & Securities Law Blog on 9/3/2019

Omega Protein Corporation manufactured and distributed omega-3 fish oils and fish meal products. Omega financed its operations through federal government programs under Title XI of the Merchant Marine Act of 1936....more

SEC Proposes to Modify Filer Definitions and Obligations under SOX 404(b)

Stinson - Corporate & Securities Law Blog on 5/13/2019

Current SEC reporting requirements establish three different filer statuses that categorizes issuers subject to Exchange Act reporting requirements as non-accelerated, accelerated, and large accelerated filers....more

Takeaways on the Regulation of Crypto Assets from Late 2018 Comments of Several SEC Officials

Perkins Coie on 1/14/2019

On Wednesday, December 12, 2018, the D.C. Bar hosted a panel to discuss current developments in the world of crypto. Among the panelists were two senior SEC officers: Jonathan Ingram, Deputy Chief Counsel, Division of...more

SEC Adopts Final Rules to Allow Exchange Act Reporting Companies to Use Regulation A

Skadden, Arps, Slate, Meagher & Flom LLP on 12/21/2018

The Securities and Exchange Commission (SEC) adopted final rules to allow reporting companies to rely on the Regulation A exemption to conduct securities offerings of up to $50 million in a 12-month period without Securities...more

SEC Investigative Report on Cybersecurity Emphasizes Internal Controls

Skadden, Arps, Slate, Meagher & Flom LLP on 10/22/2018

On October 16, 2018, the Securities and Exchange Commission (SEC) issued a Report of Investigation (Report) detailing an investigation by the SEC’s Enforcement Division into the internal accounting controls of nine issuers...more

SEC Confidential Submission Procedures Expanded Beyond Emerging Growth Company Issuers Beginning July 10, 2017

Akin Gump Strauss Hauer & Feld LLP on 7/8/2017

Last week, the Staff of the Securities and Exchange Commission (SEC) announced that, beginning on July 10, 2017, the SEC will accept voluntary draft registration submissions from all issuers for nonpublic review. This...more

SEC to Permit All Issuers to Submit Confidential Draft Registration Statements

Skadden, Arps, Slate, Meagher & Flom LLP on 7/6/2017

The U.S. Securities and Exchange Commission (SEC) announced on June 29, 2017, that the staff (staff) of the Division of Corporation Finance will accept draft registration statement submissions from all companies for nonpublic...more

The Danger of Paying Finder’s Fees to Unregistered Broker-Dealers

Dorsey & Whitney LLP on 3/30/2017

We get asked from time-to-time whether it is advisable for issuers to pay fees to unregistered “finders” for introducing potential investors in the United States to the issuer in connection with securities offerings. The...more

SEC Completes JOBS Act Rulemaking with Amendments to Exchange Act Registration Rules

Morrison & Foerster LLP on 6/2/2016

The SEC recently adopted rules implementing Title V and Title VI of the Jumpstart Our Business Startups Act (the “JOBS Act”) and Title LXXXV of the Fixing America’s Surface Transportation Act (the “FAST Act”). Title V and...more

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