As a step to facilitate capital formation, on March 3, 2025, the SEC announced that the Division of Corporation Finance will expand its confidential review process for draft registration statements.  The confidential review process was established as part of the 2012 JOBS Act.  CorpFin expanded the process to all issuers in 2017.  According to the…

As companies prepare for their next proxy statement, the SEC Enforcement Division has sent a reminder to focus carefully on perks disclosures.  In the latest of its on-going series of perks related enforcement actions, on December 17, 2024, Express, Inc. was charged with failure to disclose $979,269 worth of perks paid to its CEO. …

On February 12, 2025, the SEC issued Staff Legal Bulletin 14M, addressing several matters related to the shareholder proposal process.  Staff Legal Bulletin 14M rescinds SLB 14L and addresses the scope and application of certain parts of Rule 14a-8, including the economic relevance exclusion in Rule 14a-8(i)(5), the ordinary business exclusion in Rule 14a-8(i)(7),…

On January 27, 2025, SEC Commissioner Hester M. Peirce delivered the Alan B. Levenson Keynote Address at the Northwestern Securities Regulation Institute.  Continuing her practice of devising engaging titles for her speeches, these remarks are titled Sheep in the Steep.  She begins with a description of how the Sierra Nevada bighorn sheep “navigate the treacherous…

On February 11, 2025, Acting SEC Chairman Mark T. Uyeda issued a Statement announcing that he has directed the SEC staff to request that the Eighth Circuit not schedule arguments for the consolidated litigation challenging the SEC’s climate-related disclosure rules.  According to the Statement this will “provide time for the Commission to deliberate and determine…

On November 12, 2024, the SEC announced yet another enforcement action focused on using sales incentives and similar strategies to achieve revenue targets without appropriate disclosure to investors about the use and impact of such strategies.  This action focuses on Elanco Animal Health Inc. (Elanco), which was spun off by Eli Lilly and Company in…

On November 22, 2024, the SEC published a summary of the Enforcement Division’s fiscal-year 2024 results.  As it has in prior years, the results were published in a Press Release and accompanying Addendum where you can find all the details about types and numbers of cases.
In fiscal year 2024 the Division filed 583 total enforcement…