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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 September 22, 2025, the Securities and Exchange Commission’s (the “Commission” or “SEC”) Office of the Advocate for Small Business Capital Formation (“OASB”) published its report summarizing policy recommendations made during the 44th Annual Small Business Forum (the “Forum”).  The Forum brought members of the public and private sectors together to provide feedback relating to…

Nasdaq Private Market’s State of the Private Market: 2025 report shows private company valuations beginning to recover, liquidity programs surging, and private company performance stabilizing relative to public benchmarks following two years of turbulence.

In 2024, total proceeds raised through secondary tender offers surpassed venture-backed IPO volume.  Over that same period, the number of private…

The U.S. government has been steadily tightening rules relating to who can benefit from clean energy incentives.  The One Big Beautiful Bill Act (OBBBA) is the latest step, and it makes one thing crystal clear:  if your company has ties to certain foreign governments, your access to federal tax credits could be at risk and…

On June 26, 2025, the Securities and Exchange Commission (“SEC”) will host a roundtable to explore potential changes to executive compensation disclosure requirements.  This event, highlighted in the SEC’s official announcement and accompanying statement, will bring together public company representatives, investors and other experts to answer questions and discuss potential changes to such requirements. …

This practice note discusses the impact of the Holding Foreign Companies Accountable Act (the HFCAA) on securities of foreign companies listed on U.S. exchanges and over-the-counter markets. It provides background on the HFCAA, enacted on December 18, 2020, which reinforces U.S. regulatory authority over SEC-reporting companies relying on auditors in non-U.S. jurisdictions where local authorities…

This practice note explores the evolving trends and practices surrounding the disclosure of political contributions by public companies, particularly in the context of environmental, social, and governance (ESG) issues. It highlights the increasing calls from legal academics, investors, and activist shareholders for the Securities and Exchange Commission (SEC) to mandate disclosures on corporate political spending.

In March 2025, Nasdaq released a comprehensive set of policy recommendations intended to advance capital formation in a paper titled “Advancing the U.S. Public Markets: Unlocking Capital Formation for a Stronger American Economy.”  The paper outlines three key sets of policy reforms, which were prepared by Nasdaq in dialogue with industry stakeholders, including…