On March 20, 2025, the staff of the SEC’s Division of Corporation Finance issued revised Securities Act Forms C&DI Question 114.05 indicating that non-automatically effective registration statements on Form S-3 may now be filed and declared effective after an issuer has filed its Form 10-K but prior to filing its…
On December 11, 2024, the United States Court of Appeals for the Fifth Circuit vacated the Securities and Exchange Commission’s order related to the rule that required companies listed on Nasdaq to include a board diversity matrix in their proxy filing or on their website. Despite the Nasdaq board diversity matrix…
The SEC has announced that the Division of Corporation Finance issued updated guidance that enhances the accommodations available to companies for nonpublic review of draft registration statements. The updated guidance specifies the following changes to the Staff’s approach for reviewing nonpublic draft registration statements: The Division is expanding the accommodations…
On February 20, 2025, the SEC announced the creation of the Cyber and Emerging Technologies Unit (CETU) “to focus on combatting cyber-related misconduct and to protect retail investors from bad actors in the emerging technologies space.” The CETU’s focus on protecting retail investors harkens back to similar SEC initiatives under former…
In January 2025, the Securities and Exchange Commission (SEC) approved rules proposed by the New York Stock Exchange and Nasdaq that permit the exchanges to accelerate the delisting process for companies that fail to maintain a $1 minimum share price. The SEC approvals follow a record 495 reverse splits enacted…
On February 11, 2025, Institutional Shareholder Services (ISS) announced, that, for shareholder meeting reports published on or after February 25, 2025, it will no longer consider the gender, racial, or ethnic diversity of a company’s board when making vote recommendations with respect to the election or re-election of directors at…
Public companies with a calendar year-end have begun filing their annual reports on Form 10-K during the 2025 reporting season at a time of uncertainty driven by rapidly evolving federal government policy developments. We summarize some of the key early trends that we have observed thus far in the 2025 reporting…
On January 21, 2025, President Trump signed an executive order titled “Ending Illegal Discrimination And Restoring Merit-Based Opportunity”, which relates to the termination of diversity, equity and inclusion preferences and policies in government agencies, while encouraging similar measures in the private sector. The Trump Administration’s Executive Order revokes several executive…
In September 2024, the SEC amended the rules and forms that govern how filers access and interact with its EDGAR electronic filing system. These amendments, which the SEC refers to as EDGAR Next, will replace the current password-based access system. The EDGAR Next amendments become effective on March 24, 2025….
The SEC has announced that Commissioner Mark Uyeda has been designated as Acting Chairman of the Securities and Exchange Commission. He will serve in this role until Paul Atkins is confirmed by the Senate as the 34th Chair of the Commission. Mark Uyeda was originally sworn into office as an…