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…
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…
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…
On December 30, 2024, President Joe Biden issued an Executive Order providing that all executive departments and agencies of the U.S. federal government will be closed on Thursday, January 9, 2025, as a mark of respect for the passing of former President Jimmy Carter. The SEC announced that the EDGAR…
The SEC announced that the EDGAR system will be closed on both Tuesday, December 24, 2024 and Wednesday, December 25, 2024. December 25 is a federal holiday and December 24 will be treated as a federal holiday “for filing purposes.” The SEC notes that on December 24, 2024 and December 25,…
The continuing resolution funding the federal government is set to expire at midnight, and if Congress does not take action today, a lapse in appropriations will directly impact the operations of the SEC. The last time that a government shutdown occurred for a significant period of time was in 2018,…
As we enter the heart of Form 10-Q review season for calendar year-end companies and look ahead to Form 10-K review season early next year, a recent decision in a securities fraud class action suit reinforces the need to carefully review litigation disclosure in annual and quarterly reports and registration…