On April 10, 2025, the SEC’s Division of Corporation Finance issued a statement expressing its views about the application of certain disclosure requirements under the federal securities laws to offerings and registrations of securities in the crypto asset markets. Our recent Client Alert discusses the areas highlighted by the statement

Continue Reading SEC’s Division of Corporation Finance Issues Views on Disclosure for Securities in Crypto Asset Markets

Following the U.S. Securities and Exchange Commission’s action in March 2025 to end its defense of the final climate-related disclosure rules (Climate Rules), the Attorneys General of Massachusetts and other states (intervenor States) filed a motion to hold the case in abeyance “to maintain the status quo and preserve judicial

Continue Reading Eighth Circuit Temporarily Pauses Climate Rules Litigation and Seeks Response from SEC

On February 11, 2025, the SEC’s Division of Corporation Finance (Corp Fin) updated its Compliance and Disclosure Interpretations (CDIs) relating to Regulation 13D-G beneficial ownership reporting by revising Question 103.11 and issuing new Question 103.12.

In revised Question 103.11, Corp Fin expressed the view that a shareholder’s inability to

Continue Reading Corp Fin Updates CDIs on Beneficial Ownership Reporting

On February 11, 2025, Acting Chairman of the U.S. Securities and Exchange Commission (the “Commission”) Mark Uyeda issued a statement directing the Commission staff to request that the U.S. Court of Appeals for the Eighth Circuit (the “Eighth Circuit”) delay scheduling oral arguments in the litigation involving The Enhancement and

Continue Reading Acting SEC Chairman Seeks Pause on Climate-Related Disclosure Rule Litigation

Background

In July 2023, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring public companies to report material cybersecurity incidents under new Item 1.05 of Form 8-K beginning on December 18, 2023. Our intent with this snapshot is to review the first year of cybersecurity disclosures on Form 8-K.Continue Reading Snapshot: The First Year of Cybersecurity Incident Filings on Form 8-K Since Adoption of New Rules

Our Client Alert discusses the recent ruling by the Fifth Circuit striking down Nasdaq’s board diversity rules. On December 11, 2024, the Fifth Circuit vacated the SEC’s order approving Nasdaq’s board diversity rules. As a result of this ruling, Nasdaq-listed companies are no longer required to disclose the board diversity

Continue Reading Nasdaq Board Diversity Rules Struck Down

Our recent Client Alert discusses that last week, a Texas federal district court judge in Texas Top Cop Shop, Inc., et al. v. Garland, et al., No. 4:24-cv-00478 (E.D. Tex., Dec. 3, 2024) issued a nationwide preliminary injunction temporarily enjoining enforcement of the Corporate Transparency Act and the U.S.

Continue Reading Corporate Transparency Act: Nationwide Preliminary Injunction on Appeal

Our recent Client Alert provides helpful reminders as preparations for annual reports on Form 10-K get under way. For calendar-year companies, upcoming Form 10-K filings will be required to include new disclosures regarding insider trading policies and procedures and equity awards made close in time to the release of material nonpublic information. In addition to the new disclosure requirements in upcoming Form 10-K filings, our Client Alert includes other disclosure considerations relating to cybersecurity, clawback policies, risk factors, climate-related disclosures, Inline XBRL, share repurchase disclosure, description of securities disclosure, CEO and CFO certifications, and exhibits. The Client Alert also discusses potential updates to D&O questionnaires and other year-end matters.Continue Reading Form 10-K Reminders