Regulation S-K

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On April 10, 2026, five trade associations—the American Bankers Association, the Bank Policy Institute, SIFMA, the Independent Community Bankers of America, and the Institute of International Bankers—submitted a joint comment letter to the Securities and Exchange Commission in response to Chair Atkins’ request for comment on Regulation S-K.  The letter urges the SEC to rescind…

On March 12, 2026, the Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) published two new FAQs on the application of the Holding Foreign Insiders Accountable Act to officers and directors of certain foreign private issuers (“FPIs”).  As we have previously discussed, pursuant to the Act, these individuals are required to report their…

On March 6, 2026, the Securities and Exchange Commission’s Division of Corporation Finance published another series of updated and new Compliance and Disclosure Interpretations (“CDIs”), this time focusing on portions of Securities Act Rules 701 (exempting offers and sales of securities under employee benefit plans) and 405 (defining “ineligible issuer”).  The Division also published two…

On January 26, 2026, Securities and Exchange Commission Commissioner Mark T. Uyeda delivered remarks at the 53rd annual Securities Regulation Institute.  The Commissioner focused his comments on efforts to improve capital formation by, in part, reducing regulatory compliance burdens in those instances in which existing requirements do not provide benefits for investors or the…

On January 13, 2026, Securities and Exchange Commission Chair Atkins released a statement relating to a comprehensive review of Regulation S-K.  In the Chair’s statement, he notes that he has asked the Staff of the Division of Corporation Finance to “engage in a comprehensive review of Regulation S-K.”  The Chair notes that the first step…

On March 20, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) made a number of changes to the Division’s Compliance and Disclosure Interpretations.  For the second time in a month, the Staff revised or withdrew certain CDIs, notably including new guidance allowing any…

On November 13, 2024, during the Practicing Law Institute’s 56th Annual Institute on Securities Regulation, a panel of experts discussed recent disclosure developments for public companies. The main topics of discussion included Insider Trading Policies and 10b5-1 Plans, Non-GAAP Measures, Cybersecurity, and ESG.

Navigating the Updated SEC Rules for 10b5-1 Plans

The SEC’s recent…

The Securities and Exchange Commission adopted (in a 3-2 vote) final rules related to climate-related disclosures.  These rules had first been proposed in March 2022.  In his opening remarks, SEC Chair Gensler noted that the climate-change related disclosure rules will apply to public companies and to public offerings, and are intended to benefit investors by…

On January 24, 2024, the US Securities and Exchange Commission (the “SEC”) adopted new rules and amendments to existing rules and forms (the “Final Rules”) addressing (i) the treatment under the securities laws of special purpose acquisition companies (“SPACs”) in connection with their IPOs and their subsequent business combination transactions (“de-SPAC transactions”) with target operating…