Today, the SEC issued a concept release to solicit public comment on the definition of foreign private issuer (“FPI”). It has been many years since the SEC last considered what it means to qualify as a FPI. While it is too early to predict how the SEC might ultimately revise the definition, the data and
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New Directions Audio Series
By David Lynn
As the Trump Administration approaches 100 days in office, we explore the key policy shifts and regulatory changes affecting business and markets across industries in our New Directions Audio Series.
For public companies and companies seeking to raise capital, we discuss the SEC’s latest initiatives on capital raising, and we also address recent SEC actions…
Revised C&DI Permits Filing and Declaring Effective Non-Automatically Effective Forms S-3 Prior to Filing Part III Information
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 Part III information that will…
Disclosure Considerations: Nasdaq Board Diversity Matrix
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 no longer being required…
The SEC Staff Enhances Draft Registration Statement Accommodations
By David Lynn
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 available for issuers that submit…
SEC Announces Creation of Cyber and Emerging Technologies Unit
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 SEC Chairman Jay Clayton.
Acting…
New Nasdaq and NYSE Delisting Rules Restrict Use of Reverse Stock Splits
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 by listed companies in 2023,…
ISS Indefinitely Halts Director Diversity Considerations
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 U.S. companies under its…
Early Takeaways from the 2025 Reporting Season
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 season.
Disclosure impacts as a…
EDGAR Next: Our New Alert
By David Lynn
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. Filers that have password-based…