In an open meeting on Wednesday, March 6, 2024, the Securities and Exchange Commission (“SEC”) approved in a 3-2 vote a Final Rule on climate disclosures that will “require registrants to provide certain climate-related...more
Cooley has published a new resource – Public Company Guide to Determining Securities Exchange Act Filer and Smaller Reporting Company Status – that guides companies through the statutory and regulatory requirements for...more
On October 26, 2022, the Securities and Exchange Commission (SEC) adopted final rules that will require public companies to implement policies to recover, or claw back, erroneously awarded incentive-based compensation from...more
The second installment in a multi-part series looking at the new Corporate Transparency Act discusses what is likely to be the first question that many companies have whenever a new law is passed – are we exempt? ...more
On October 26, 2022, the Securities and Exchange Commission (the “SEC”) adopted Rule 10D-1, a rule requiring companies to recover erroneously awarded incentive-based compensation based on mistakes in the companies’ financial...more
On October 26, 2022, seven years after originally proposed, the Securities and Exchange Commission (SEC) adopted the final rule on recovery of erroneously awarded incentive-based compensation....more
Looking ahead to the upcoming 2023 proxy season, the U.S. Securities and Exchange Commission (“SEC”) has adopted new compensation disclosure obligations that will require significant thought, preparation, and lead time. These...more
On August 25, 2022, the Securities and Exchange Commission (the “SEC”) announced that it adopted a final rule requiring companies to disclose information that is intended to reflect the relationship between compensation paid...more
On August 26, the SEC modernized the disclosure requirements in Items 101 (Description of Business), 103 (Legal Proceedings), and 105 (Risk Factors) of Regulation S-K, reflecting the first significant revisions to these...more
On March 12, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the accelerated filer and large accelerated filer definitions in Exchange Act Rule 12b-2. The SEC believes that the amendments will more...more
On March 12, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the accelerated filer and large accelerated filer definitions under Rule 12b-2 of the Exchange Act to reduce burdens and compliance...more
On December 18, 2019, the U.S. Securities and Exchange Commission (SEC) voted in favor of proposing rules to implement the resource extraction issuer disclosure provisions in Section 1504 of the Dodd-Frank Act, which added...more
The Situation: The U.S. Securities and Exchange Commission ("SEC") proposed amendments to the definitions of "accelerated filer" and "large accelerated filer" under the Securities Exchange Act of 1934. The Result: The...more
On May 9, 2019, the U.S. Securities and Exchange Commission (SEC) proposed amendments to the accelerated filer and large accelerated filer definitions to “reduce costs for certain lower-revenue companies by more appropriately...more
As public companies prepare to file their annual reports on Form 10-K for the year ended December 31, 2018, they should consider whether they qualify for smaller reporting company (“SRC”) status under the recently amended...more
SEC adopts final rules to allow reporting companies to use Regulation A to conduct unregistered securities offerings. Reporting companies may use Regulation A to conduct securities offerings of up to $50 million in a...more
Last month, the U.S. Securities and Exchange Commission (“SEC”) announced it had adopted final rules to amend certain parts of Regulation A promulgated under the Securities Act of 1933 (“Securities Act”). These new rules...more
SEC Adopts Final Rules for Disclosure of Hedging Policies. On December 18, 2018, the SEC approved final rules regarding the disclosure of a company’s hedging practices or policies, as mandated by the Dodd-Frank Act. This...more
We have previously blogged about recent SEC rule changes to the definition of “smaller reporting company” (SRC) and XBRL. Our readers should know that a byproduct of these new rules include certain tweaks to the cover pages...more
SEC/CORPORATE - SEC Amends the Definition of “Smaller Reporting Company” - On June 28, the Securities and Exchange Commission announced that it adopted amendments to the definition of “smaller reporting company,” which...more
On June 28, 2018, the Securities and Exchange Commission (SEC) approved amendments to the definition of “smaller reporting company” (SRC) that will substantially expand the number of companies that will qualify for the scaled...more
If you are a year-end U.S. public company, your second fiscal quarter has recently come to an end, which means that it’s time to calculate your public float to see if your reporting status has changed. Here are a few things...more
On June 27, 2016, the U.S. Securities and Exchange Commission (SEC) issued proposed rules that would significantly increase the current public float and revenue thresholds that registrants must meet in order to qualify as a...more