On April 25, 2025, the SEC updated its Compliance and Disclosure Interpretations (C&DIs) addressing “Manipulative and Deceptive Devices and Contrivances: Rule 10b5-1.” The changes include two new C&DIs, updates to twenty C&DIs, and withdrawal of three C&DIs. Issues addressed include interactions with Rule 144, transactions in trusts, transactions with stock that was collateral for loans,
The SEC Institute Blog
Blog Authors
Latest from The SEC Institute Blog
An Example Cybersecurity Event Form 8-K
On April 12, 2025, Davita, Inc. reported a cybersecurity attack on Form 8-K. Interestingly, and appropriately, the company did not report the event on Item 1.05. The instructions for Item 1.05 begin with:
Item 1.05 Material Cybersecurity Incidents.
(a) If the registrant experiences a cybersecurity incident that is determined by the registrant to be…
Another Large Whistleblower Award
On April 21, 2025, the SEC’s Office of the Whistleblower announced a joint award of approximately $6 million. You can read more in this Press Release. You can find background about the whistleblower process along with the program’s 2024 annual report to Congress here.
As always, your thoughts and comments are welcome!
Paul S. Atkins Sworn in as Chairman
On April 21, 2025, Paul S. Atkins was sworn in as the next Chairman of the SEC. You can read his remarks and about his background in this Press Release.
You can also read Acting Chair Mark T. Uyeda’s thanks to the staff and welcome to the new Chairman in this Statement.
As…
CorpFin Issues C&DIs Addressing the Form 10-K Cover Page Restatement Check Boxes
Since the two clawback related check boxes were added to the Form 10-K cover page, there has been a fair amount of confusion concerning when companies should check the boxes. The wording for the check boxes involves interpreting phrases such as “the correction of an error” and a “required recovery analysis”:
If securities are registered…
SEC Ends Defense of Climate-Related Disclosure Rules
Following a February 11, 2025, Statement announcing that Acting Chairman Uyeda had 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, on March 27, 2025, the Commission formally voted to end its defense of the rules.
In the Press Release announcing…
CorpFin Updates More C&DIs
On March 20, 2025, CorpFin announced a number of C&DI updates. Several of the updates address registration issues, including the timing of filing a registration statement after a year end has passed but the related Form 10-K or Form 10-K Part III information has not been filed. All the C&DIs related to the now vacated…
Acting Chair Uyeda Addresses the Role of the Commission
On February 21, 2025, Acting Chair Mark T. Uyeda delivered the R. Franklin Balotti Keynote Address at the Florida Bar’s 41st Annual Federal Securities Institute and M&A Conference. In his address Acting Chair Uyeda focused on “the Commission’s role in fostering innovation, job creation, and economic growth, by maintaining cost-effective regulations for every stage of…
CorpFin Issues C&DIs Addressing Tender Offers and Lock-Up Arrangements
On March 6, 2025, CorpFin updated two C&DIs addressing lock-up agreements in Rule 145(a) transactions (i.e., business combinations) and provided five new C&DIs related to tender offers. You can find a list of the new and updated C&DIs here.
As always, your thoughts and comments are welcome!
CorpFin Expands Confidential Review Process for Draft Registration Statements
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…