Disclosure Requirements

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Although it may seem early, it is already time to start preparing for the 2026 annual report and proxy season.  While many disclosure requirements remain consistent from prior years, there has been a significant shift in the focus of, and discourse relating to, the priorities of the Securities and Exchange Commission.  Practitioners started to see…

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The proxy and annual reporting season may seem a long way off. However, in light of the amount of work and planning that goes into the proxy statement, annual report, and annual meeting of shareholders, this is the ideal time to…

On August 26, 2025, the Securities and Exchange Commission’s Office of the Inspector General (“OIG”) issued a report entitled “Improved Documentation and Guidance Can Help Strengthen Corporation Finance’s Disclosure Review Program.”  By way of background, the Disclosure Review Program (the “DRP”) forms the backbone of the Division of Corporation Finance’s work, and consists of the…

On September 4, 2025, the Securities and Exchange Commission’s spring 2025 rulemaking agenda (the “Agenda”) was made publicly available (see here).  Chairman Paul Atkins previewed the Agenda, which widely diverges from the Commission’s fall 2024 rulemaking agenda, in a simultaneously-released statement (the “Statement”), declaring that “[t]he items on the agenda represent the Commission’s renewed…

On July 1, 2025, the staff of the Division of Corporation Finance at the U.S. Securities and Exchange Commission (the “SEC”) issued another in a series of statements regarding crypto assets. This particular statement, titled “Crypto Asset Exchange-Traded Products,” (the “Statement”) details how certain disclosure requirements under the federal securities laws apply to offerings and…

Pursuant to the Securities Exchange Act, the Investor Advocate is required to file two reports annually with the Committee on Banking, Housing and Urban Affairs of the Senate and the Committee on Financial Services of the House of Representatives, which include the mid-year Report on Objectives for the forthcoming fiscal year and end of year…

On June 12, 2025, Representative Troy Downing (R-MT) introduced H.R. 3959, the “Protecting Private Job Creators Act.” The bipartisan bill, co-sponsored by Representative Cleo Fields (D-LA), would categorically exempt quotations of all fixed-income securities from the disclosure and information-review obligations of Rule 15c2‑11 under the Securities Exchange Act of 1934, as amended.

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On June 13, the Basel Committee on Banking Supervision (“BCBS”) published its framework for the disclosure of climate-related financial risks. The framework is entirely voluntary and has several notable changes from the 2023 proposal. In this brief Legal Update, we highlight those changes and discuss why the climate disclosure framework will have at best a…

In late May 2025, the Securities Industry and Financial Markets Association (SIFMA), together with the American Bankers Association, Bank Policy Institute, Independent Community Bankers of America, and Institute of International Bankers submitted a petition to the Securities and Exchange Commission (SEC) requesting rulemaking to amend its Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure rule…