News & Analysis as of

Emerging Growth Companies Securities and Exchange Commission (SEC)

Emerging Growth Companies (EGC) are companies with total yearly gross revenues of under $1 billion for the most recently completed fiscal year.  
Troutman Pepper Locke

Foreign Private Issuers: Have You Assessed Your Status Under US Securities Laws? (UPDATED)

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For foreign private issuers registered with the U.S. Securities and Exchange Commission (SEC), there are several filing statuses that affect the content of various disclosures that must be made public. Foreign private issuers...more

Mayer Brown Free Writings + Perspectives

House of Representatives Pass Capital Formation Related Legislation

On June 23, 2025, the House of Representatives (the “House”) passed seven bills relating to capital formation. As discussed in a previous post, these bills were reported to the House by the House Committee on Financial...more

BCLP

Confirming SEC Filer Status for the Upcoming Year

BCLP on

In light of the recent market volatility, public companies should keep in mind the upcoming annual re-evaluation of their filer status, as a change may have ramifications for both the timing and content for the following...more

Mayer Brown Free Writings + Perspectives

Capital Formation Related Legislation Advances

In late May 2025, the House Committee on Financial Services (the “Committee”) held a full committee markup, during which the Committee successfully reported 25 bills to the House of Representatives (the “House”). The bills...more

Carlton Fields

SEC Continues Renewal Project for Registered Capital Raises - Expanding Use of Draft Filings May Counter Abandonment of Public...

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More than a decade has passed since the enactment of the Jumpstart Our Business Startups (JOBS) Act, which encouraged small-company capital formation through a reduction in costly regulatory burdens on SEC registrants. In...more

Seward & Kissel LLP

SEC Expands Accommodations for Nonpublic Review of Most Securities Act and Exchange Act Registration Statements

Seward & Kissel LLP on

On March 3, 2025, the Securities and Exchange Commission (the “SEC”) expanded the accommodations for the confidential submission and review of registration statements under the Securities Act of 1933 (the “Securities Act”) or...more

Fenwick & West LLP

Acting SEC Chair Outlines Plan to Make IPOs More Attractive

Fenwick & West LLP on

Acting SEC Chair Mark T. Uyeda outlined potential regulatory changes to make IPOs more attractive and to scale public company disclosures at the Florida Bar’s 41st Annual Federal Securities Institute and M&A Conference. ...more

Foley Hoag LLP - Public Companies & the Law

SEC Expands Confidential Registration Statement Submission Process

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...more

Goodwin

SEC Staff Expands Draft Registration Statement Accommodations

Goodwin on

On March 3, 2025, the staff of the U.S. Securities and Exchange Commission’s (the “SEC”) Division of Corporation Finance (the “SEC staff”) announced that, effective immediately, it is enhancing the accommodations available to...more

Troutman Pepper Locke

SEC Expands Confidential Filing Options for Companies Submitting Draft Registration Statements

Troutman Pepper Locke on

On March 3, 2025, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance announced that it has expanded its confidential filing process for certain draft registration statements submitted for nonpublic...more

Cooley LLP

Corp Fin Issues New Guidance Further Accommodating Nonpublic Draft Registration Statements

Cooley LLP on

A few days ago, Corp Fin issued this guidance expanding the accommodations available for nonpublic review of draft registration statements to all issuers, building on the 2017 expansion of nonpublic reviews initiated by the...more

Cooley LLP

Corp Fin expands opportunities for nonpublic review of draft registration statements

Cooley LLP on

Yesterday, the SEC announced that Corp Fin was “further facilitating capital formation by enhancing the accommodations available to companies for nonpublic review of draft registration statements.” You might recall that, in...more

Mayer Brown Free Writings + Perspectives

Acting Chair Uyeda on SEC’s Priorities

Members of the US Securities and Exchange Commission (the “Commission”) continue to share their views about the Commission’s current priorities, and Monday was Acting Chairman Mark Uyeda’s turn.  Speaking at the Florida Bar’s...more

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings: What Non-US Issuers Need to Know - 2025 Edition

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The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more

Morgan Lewis

Financial Statement Requirements for Non-US Issuers in Registered Offerings

Morgan Lewis on

This Insight provides a reference to help make sense of the financial statement requirements under the US federal securities laws. We focus primarily on the registration statement requirements for “foreign private issuers” (a...more

Troutman Pepper Locke

Foreign Private Issuers: Have You Assessed Your Status Under US Securities Laws?

Troutman Pepper Locke on

For foreign private issuers registered with the U.S. Securities and Exchange Commission (SEC), there are several filing statuses that affect the content of various public disclosures that must be made. Foreign private issuers...more

Mayer Brown Free Writings + Perspectives

Crowdfunding Report Shows Increasing Reliance on Regulation CF Deals & Disparities in Participation by Women & Minorities

Introduced under Title III of the JOBS Act, Regulation Crowdfunding (“Regulation CF”) was promulgated to allow startups and emerging companies to raise capital from a wider pool of investors through equity crowdfunding...more

Mayer Brown Free Writings + Perspectives

Small Business Capital Formation Committee Submits Accredited Investor Definition Recommendations to SEC

On May 1, 2024, the SEC Small Business Capital Formation Committee submitted its accredited investor definition recommendations to the SEC.  Currently, an investor may qualify as an accredited investor by meeting certain...more

Mayer Brown Free Writings + Perspectives

The SEC and Capital Formation

Not long ago, the SEC hosted the Annual Small Business Forum.  The Forum provides an opportunity to consider a broad array of issues affecting private companies as well as smaller public companies seeking to raise capital and...more

DarrowEverett LLP

The Heat Is On SEC’s Climate-Related Disclosure Rules

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On March 6, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new final rules requiring issuers to include extensive disclosure in registration statements and periodic reports regarding material...more

Mayer Brown Free Writings + Perspectives

Upcoming SEC Small Business Advisory Committee

The Securities and Exchange Commission announced an upcoming meeting of its Small Business Capital Formation Advisory Committee on May 6, 2024.  The meeting will include a discussion of Regulation Crowdfunding (Reg CF) and...more

Jenner & Block

Client Alert: SEC Adopts Final Rules for Climate-Related Disclosures as Controversy and Challenges Loom

Jenner & Block on

On March 6, 2024, the Securities and Exchange Commission (“SEC”) issued an adopting release (Release Nos. 33-11275 and 34-99678), entitled The Enhancement and Standardization of ClimateRelated Disclosures for Investors (the...more

Nutter McClennen & Fish LLP

Rising Tide of SEC Disclosure Obligations Threatens to Inundate Registrants with New Reporting Costs

Overview On March 6, 2024, in a 3-2 vote along party lines, the Securities and Exchange Commission (SEC) issued a controversial 886-page final climate-related disclosure rule (Final Rules) that will require companies to...more

Wiley Rein LLP

SEC Climate Disclosure Rule: Timing Uncertain as Legal Challenges Move to Eighth Circuit

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The U.S. Securities and Exchange Commission (SEC) faces an uncertain timeline to implement its new climate disclosure rule, as nine legal challenges have now been transferred to the U.S. Court of Appeals for the Eighth...more

Husch Blackwell LLP

A Guide to the SEC's New Climate Disclosure Rules

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On March 6, 2024, the Securities and Exchange Commission (SEC) adopted climate disclosure rules which will require registrants to disclose detailed new climate-related disclosures in annual reports and registration...more

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