Regulation S-K

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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…

Today, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission announced a new policy permitting confidential submission of registration statements in additional circumstances in order to promote capital formation.  The statement provides that

  • the nonpublic review process will be available for the initial registration of a class of securities under
…

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…

(Updated)

On November 21, 2023, the staff (“Staff”) of the U.S. Securities and Exchange Commission’s Division of Corporation Finance released eight new Compliance and Disclosure Interpretations (“C&DIs”) and revised two C&DIs to clarify the pay versus performance (“PVP”) disclosure requirements in Item 402(v) of Regulation S-K.  The new C&DIs include clarifications on the reporting of…

On November 20, 2023, the staff of the U.S. Securities and Exchange Commission (“SEC”) issued two new compliance and disclosure interpretations (“C&DIs”) on filing fees and XBRL exhibits. These C&DI’s are summarized below, with links to the full text provided.

Filing Fees

New Question 239.02 explains that, when a well-known season issuer that has registered…

On September 27, 2023, the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance released nine new Compliance and Disclosure Interpretations (“C&DIs”) to clarify the pay versus performance (“PVP”) disclosure requirements in Item 402(v) of Regulation S-K and revised one C&DI to update guidance on non-GAAP financial measures that are presented in…

On September 7, 2023, the Staff of the Division of Corporation Finance (“Division”) of the U.S. Securities and Exchange Commission (“SEC”) issued a sample comment letter (“Letter”), containing sample comments that the Division may issue to companies relating to the disclosure of financial and other information using the eXtensible Business Reporting Language (“XBRL”) format.  The…

On August 25, 2023, the staff of the U.S. Securities and Exchange Commission posted five new compliance and disclosure interpretations (“C&DI’s”). Three of the new C&DIs related to the recent amendments to Rule 10b5-1 and two related to disclosure of insider trading arrangements.

C&DI 120.29 clarified that the filing date of a Form 10-Q or…