On June 4, 2025, the SEC issued a concept release soliciting public comment on the definition of “foreign private issuer” (FPI) under U.S. securities laws. The SEC has identified potential changes to the definition that could…
more
/ Business Organizations, International Law & Trade, Securities Law
On April 11, 2025, the Division of Corporation Finance issued new compliance and disclosure interpretations (C&DIs), six of which relate to executive compensation clawback disclosures and one of which relates to the suspension…
more
/ Administrative Law, Mergers & Acquisitions, Securities Law
On Tuesday, March 5th, the U.S. House Financial Services Committee debated several bills that could have a significant impact on capital formation in private and public markets. The bills reflect the ongoing push for…
more
/ Administrative Law, Finance & Banking, Securities Law
On March 3, 2025, the Staff of the SEC Division of Corporate Finance announced an expansion of the accommodations that allow issuers to confidentially submit draft registration statements (DRSs) for nonpublic review. This is a…
more
/ Business Organizations, Securities Law
As we previously explained, Trump issued a handful of executive orders aimed at eliminating diversity, equity and inclusion (“DEI”) programs and policies within the federal government and encouraged the private sector (including…
more
/ Business Organizations, Labor & Employment Law, Securities Law
On December 20, 2024, the Securities and Exchange Commission (the “SEC”), announced settled charges against two private companies and one registered investment adviser for failing to timely file Forms D, a violation of Rule 503…
more
/ Administrative Law, Finance & Banking, Securities Law
As we previously posted, the U.S. Court of Appeals for the Fifth Circuit vacated the SEC’s approval of Nasdaq’s board diversity disclosure rules last month, after which Nasdaq indicated that it did not intend to seek further…
more
/ Administrative Law, Business Organizations, Environmental Law, Securities Law
The SEC Office of the Advocate for Small Business Capital Formation has released its Annual Report for Fiscal Year 2024, shedding light on the current state of initial public offerings (IPOs) and the challenges faced by small…
more
/ Business Organizations, Finance & Banking, Mergers & Acquisitions, Securities Law
On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit vacated the SEC’s approval of Nasdaq’s board diversity disclosure rules. These rules were approved by the SEC on August 6, 2021 and required listed companies…
more
/ Administrative Law, Business Organizations, Civil Procedure, Securities Law
On September 27, 2024, the SEC adopted amendments to the rules governing access to and management of its filing portal, the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. The changes seek to improve the…
more
/ Business Organizations, Finance & Banking, Securities Law
On October 7, 2024, the US Securities and Exchange Commission approved Nasdaq's proposed modification to Nasdaq Listing Rule 5810(c)(3)(A), which limits the ability of a company whose shares are trading under Nasdaq’s $1.00…
more
/ Business Organizations, Finance & Banking, Securities Law
Following its previously announced enforcement sweep in September 2023, the Securities and Exchange Commission (SEC) announced on September 25, 2024, that it had settled charges against 23 entities and individuals for failing to…
more
/ Business Organizations, Finance & Banking, Securities Law
In an encouraging sign that the equity capital markets may be improving for biotechnology companies, Bicara Therapeutics Inc. and Zenas Biopharma, Inc. filed S-1 registration statements yesterday, signaling their intention to…
more
/ Health, Science, Computers, & Technology, Securities Law
The Eighth Circuit has the power to reimpose the stay, either on the same or different terms. Companies affected by the climate rules should continue to monitor the case for further developments…
more
/ Securities Law
On December 19, 2023, the Fifth Circuit Court of Appeals vacated the SEC’s share repurchase disclosure rule, which required issuers to: (i) report daily aggregate share repurchase data on a quarterly basis, (ii) indicate if…
more
/ Business Organizations, Securities Law
