In a widely anticipated move, the U.S. Securities and Exchange Commission (SEC) has announced that it will no longer defend the agency’s climate disclosure rule issued during the Biden administration. The disclosure rule...more
3/28/2025
/ Biden Administration ,
Climate Change ,
Corporate Counsel ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Publicly-Traded Companies ,
Regulatory Reform ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
On March 20, 2025, the U.S. Securities and Exchange Commission (SEC) staff issued a set of Compliance & Disclosure Interpretations (C&DIs). In particular, SEC staff revised or withdrew several C&DIs to allow all Form S-3s,...more
On March 12, 2025, the U.S. Securities and Exchange Commission (SEC)’s Division of Corporation Finance (SEC Staff) published new and revised Compliance and Disclosure Interpretations (C&DIs) regarding private offering...more
3/17/2025
/ Accredited Investors ,
Capital Markets ,
Compliance ,
Disclosure Requirements ,
Investment ,
Investors ,
Private Equity Funds ,
Regulation D ,
Safe Harbors ,
Securities Act ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 6, 2025, the U.S. Securities and Exchange Commission (SEC) published (1) a revised Compliance and Disclosure Interpretation (C&DI) regarding lock-up agreements in business combinations and (2) five new C&DIs...more
In March 2025, the U.S. Securities and Exchange Commission (SEC) announced that it is expanding the accommodations available for issuers that submit draft registration statements for nonpublic review. The SEC’s Division of...more
Earlier this week, Mark Uyeda, the Acting Chairman of the U.S. Securities and Exchange Commission (SEC), began the process of unwinding that agency’s final climate disclosure rule enacted during the Biden administration. In a...more
On February 11, 2025, Institutional Shareholder Services (ISS) announced that it is suspending the consideration of diversity factors when making voting recommendations for directors at U.S. public companies. ISS’s press...more
2/13/2025
/ Board of Directors ,
Corporate Governance ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Executive Orders ,
Institutional Shareholder Services (ISS) ,
Publicly-Traded Companies ,
Shareholder Meetings ,
Shareholders ,
Trump Administration ,
Voting Rights
The financial landscape of United States professional sports is rapidly evolving. Soaring team valuations, lucrative media rights deals, growing portfolios of ancillary assets and expanding global fanbases have reshaped the...more
1/28/2025
/ Capital Markets ,
Corporate Finance ,
Corporate Governance ,
Infrastructure ,
Investment ,
Investment Funds ,
Investment Portfolios ,
Investors ,
Publicly-Traded Companies ,
Shareholders ,
Sports
As companies begin preparing for the 2025 proxy season, Institutional Shareholder Services Inc. (ISS) and Glass Lewis, the leading providers of corporate governance solutions and proxy advisory services, recently issued...more
On December 11, 2024, the U.S. Court of Appeals for the 5th Circuit, sitting en banc, ruled that The Nasdaq Stock Market LLC (Nasdaq) cannot enforce previously adopted listing rules requiring Nasdaq-listed companies to have...more
On June 24, 2024, the U.S. Securities and Exchange Commission (SEC) published five new Form 8-K Compliance and Disclosure Interpretations (C&DIs) expanding the agency’s interpretations of cybersecurity incident disclosures...more
On April 12, 2024, the U.S. Supreme Court issued an important decision in the case of Macquarie Infrastructure Corp. v. Moab Partners, L.P., No. 22-1165. Justice Sotomayor, writing for a unanimous Court, ruled that “pure...more
Key Points - On Wednesday, March 6, 2024, the SEC in a 3-2 vote adopted “The Enhancement and Standardization of Climate-Related Disclosures for Investors” (Final Rule). The Final Rule will require public companies to...more
3/12/2024
/ Annual Reports ,
Carbon Emissions ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Financial Statements ,
Greenhouse Gas Emissions ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Transparency
The Securities and Exchange Commission (SEC) recently adopted final rules (available here; also see the fact sheet and press release) representing significant changes to special purpose acquisition companies (SPACs), shell...more
As discussed in our prior publication (found here), the Securities and Exchange Commission (SEC) adopted amendments on December 14, 2022, regarding Rule 10b5-1 insider trading plans and related disclosures. On May 25, 2023,...more
On May 3, 2023, the Securities and Exchange Commission (SEC) adopted amendments requiring disclosure related to issuers’ share repurchases. Item 703 of Regulation S-K currently requires issuers to disclose information about...more
5/10/2023
/ Corporate Governance ,
Disclosure Requirements ,
Form 10-K ,
Form 10-Q ,
Publicly-Traded Companies ,
Regulation S-K ,
Repurchase Agreements ,
Repurchases ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Repurchases
Key Points -
On March 1, 2023, the SEC and DOJ filed insider trading charges against a public company executive alleging he traded pursuant to 10b5-1 trading plans he adopted while he was in possession of material...more
On December 14, 2022, the Securities and Exchange Commission (SEC) adopted amendments regarding Rule 10b5-1 insider trading plans and related disclosures. The amendments aim to strengthen investor protections concerning...more
On October 26, 2022, the U.S. Securities and Exchange Commission (SEC) adopted long-awaited final rules implementing the “clawback” provisions of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act....more
On September 19, 2022, amendments to the Securities and Exchange Commission (SEC) rules governing proxy solicitations became effective. The amendments, proposed on November 17, 2021, seek to address concerns by investors and...more
Effective September 20, 2022, the Securities and Exchange Commission (SEC) increased the annual gross revenue threshold to qualify for emerging growth company (EGC) status from $1.07 billion to $1.235 billion. ...more
Materiality in the context of the federal securities laws has been a topic of repeated focus by the Securities and Exchange Commission (SEC) and the courts over the years. That attention, however, has not necessarily produced...more
On December 15, 2021, the SEC proposed amendments regarding Rule 10b5-1 trading plans and share repurchase programs. The SEC proposed rules are intended to diminish information asymmetry between public companies and investors...more
As noted in our blogpost last week, Gary Gensler, Chair of the U.S. Securities Exchange Commission, has asked the Commission staff to consider updates to Rule 10b5-1 in an effort to “address cracks” in the current insider...more
Gary Gensler, Chair of the U.S. Securities and Exchange Commission (SEC), has asked the Commission staff to consider updates to Rule 10b5-1 in an effort to “address cracks” in the current insider trading regime and otherwise...more