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The FPI Concept Release: The SEC’s Concerns

A few days ago, I blogged about the SEC issuing this 71-page concept release to rethink the definition of “foreign private issuer.” This Cooley Alert penned by Brad Goldberg, Beth Sasfai, Reid Hooper and Shari Ness delves...more

The SEC’s Concept Release on the ‘Foreign Private Issuer’ Definition: Why It Matters

Last week, the SEC issued this 71-page concept release to rethink the definition of “foreign private issuer” and determine which companies should get the benefits of reporting under the FPI reporting framework. Here’s the...more

Nine Lessons Learned From a Decade of Reg A Offering Stats

Recently, the SEC released a trio of reports from the Division of Economic and Risk Analysis (DERA) that provide a host of stats about Regulation A and Regulation Crowdfunding offerings, as well as beneficial ownership of...more

14 Lessons Learned from the PCAOB’s Conversations with Audit Committee Chairs

Recently, the PCAOB released its annual recap of its conversations with audit committee chairs. This past year, the PCAOB staff interviewed 272 audit committee chairs to come up with its findings, 78% of whom chaired a...more

Most CEOs Want to Remove At Least One Director

As noted in this Reuters article, a recent PwC and The Conference Board survey found that...more

Where Do Corp Fin Directors Hail From?

As we await word as to who the next Corp Fin Director is, I thought it might be useful to investigate where these folks typically hail from. Below is an analysis of this list of Corp Fin Directors that I created long ago on...more

Antitrust Scrutiny of the ‘Big Three’ Asset Managers’ ESG Policies Heats Up

As noted in this WSJ article, the Department of Justice and Federal Trade Commission recently raised concerns in a “joint statement of interest” that large asset managers – including the “Big Three” of BlackRock, Vanguard and...more

Don’t Forget to Coordinate Your ‘EDGAR Next’ Enrollment for Mutual Insiders!

We’ve blogged multiple times about how you should prepare to transition to the SEC’s new “EDGAR Next” platform (here’s our latest post). We are now in that transition period where some companies are voluntarily enrolling in...more

Five Interesting Things From the “SEC Town Hall”

Recently, SEC Chair Paul Atkins posted his remarks delivered at an “SEC Town Hall.” Here are five things I found interesting...more

The SEC’s Upcoming June 26th Executive Pay Roundtable

On Friday, the SEC announced that it would host a roundtable on executive compensation disclosure requirements on June 26th with investor and public company representatives (and others) as part of the process “to ensure that...more

The DOJ’s Policy Shift to Incentivize Self-Reporting

Earlier this week, the Department of Justice’s Criminal Division released three new documents on corporate misconduct, whistleblowers, compliance monitors, and enforcement priorities that outline significant changes to the...more

New Executive Order Seeks to Curb Overuse of Criminal Actions Brought By Federal Agencies

Last week, President Trump issued an executive order – entitled “Fighting Overcriminalization in Federal Regulations” – with the goal of curbing the use of criminal penalties otherwise imposed by federal regulations. The...more

Five Wild Things About the New Texas Shareholder Proposal Law

As we’ve blogged about recently, Texas has taken a number of steps to bolster its reputation as a business-friendly state. The latest is a new law aimed at making it harder for shareholder proponents to get a proposal (other...more

Unintended Consequences of the SEC’s Buyouts: Few “Going-Away” Parties

As noted in this USA Today article, Senators Elizabeth Warren and Mark Warner sent a letter a few weeks ago to the GAO requesting an investigation into the impact of the SEC’s recent buyouts and the upcoming layoffs resulting...more

The Coming SEC-PCAOB Merger? Arguments Against Abolishing the PCAOB

The House Financial Services Committee voted to include a provision in the 2025 budget reconciliation bill that would abolish the PCAOB. The proposal would reassign PCAOB functions to the SEC....more

Spring Cleaning for Corp Fin’s Rule 10b5-1 CDIs

Last week, Corp Fin did some spring cleaning in the Rule 10b5-1 area by adding two new CDIs, revising 20 CDIs, and withdrawing three CDIs so they better jibe with the amendments to Rule 10b5-1 in 2022....more

How to Explain Section 16 to a Newbie

Given the hubbub over the SEC’s new EDGAR Next, I thought it would be useful to provide a FAQ explaining the rationale for Section 16 to a new director or officer who is unfamiliar with the concept....more

Texas Stock Exchange? Could Become a NYSE and Nasdaq Competitor

My mind was sort of blown when I read this recent press release saying that the Texas Stock Exchange (TXSE) had filed this Form 1 application to register as a national securities exchange. I was tripping because the TXSE was...more

15 Types of Tasks Where AI Can Be Most Useful

As inspired by a recent newsletter from Ethan Mollick of One Useful Thing, here are 15 types of tasks where artificial intelligence can be useful, given its current capabilities...more

How to Correct Form 10-Q Mistakes

How do you handle a mistake in a Form 10-Q? That depends on the type of mistake it is – and sometimes, the level of the mistake’s materiality. Sometimes companies may feel the need to amend their Form 10-Q – and the reasons...more

President Trump Directs Federal Agencies on How to Repeal ‘Unconstitutional’ Rules

On April 11, 2025, a new rule went into effect in which the United States government will start to strictly enforce the requirement that foreign nationals register their presence with U.S. Citizenship and Immigration Services...more

Clawback Checkboxes on the Form 10-K Cover: Corp Fin Issues Six CDIs

A few months ago, we put out our own set of a dozen FAQs about the clawback checkboxes on the Form 10-K cover page in this blog. Now, Corp Fin has issued six CDIs on the topic. The new CDIs, which are set forth below,...more

The ‘Tariff and Trade War’ Playbook: 25 Things for In-House Counsel to Consider

With tariffs so top of mind right now, I checked in with Cooley’s Beth Sasfai and asked her to think back to her in-house counsel days and what she would be doing to help her company navigate the current environment. Here are...more

Paul Atkins Confirmed as New SEC Chair

Yesterday, the Senate confirmed Paul Atkins as the new SEC Chair. Acting Chair Mark Uyeda will continue at the SEC serving as a SEC Commissioner. Paul is a former SEC Commissioner, serving in that role from 2002 to 2008 and...more

Nasdaq’s Recommendations for a Better Capital Market

Last week, Nasdaq released this interesting paper that sets forth a set of recommendations to improve the capital markets. Nasdaq believes its recommendations not only come out at a critical time when policymakers have real...more

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