Our recent Client Alert discusses the SEC’s newly issued Policy Statement clarifying that mandatory arbitration provisions in a company’s governing documents will not delay the effectiveness of registration statements for securities offerings. This marks a shift in the SEC’s approach; previously, concerns were expressed that such provisions were potentially inconsistent
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Eighth Circuit Pauses SEC Climate Disclosure Rule Litigation
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On September 12, 2025, the U.S. Court of Appeals for the Eighth Circuit issued an order to hold the petitions challenging the SEC’s climate disclosure rules in abeyance, pending further action from the SEC. The order follows the SEC’s July 23, 2025, status report, which stated that the SEC does…
Continue Reading Eighth Circuit Pauses SEC Climate Disclosure Rule LitigationSEC Announces Release of Spring 2025 Regulatory Agenda
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On September 4, 2025, SEC Chairman Paul S. Atkins announced the release of the SEC’s Spring 2025 Regulatory Agenda, which outlines the SEC’s planned regulatory actions through Spring 2026. Among other things, the agenda includes several “deregulatory rule proposals” designed to reduce compliance burdens and increase access to capital…
Continue Reading SEC Announces Release of Spring 2025 Regulatory AgendaSEC Requests Eighth Circuit Decide Climate Rules Litigation
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On July 23, 2025, the U.S. Securities and Exchange Commission submitted a status report to the U.S. Court of Appeals for the Eighth Circuit regarding the final climate-related disclosure rules. According to the status report, the SEC does not intend to review or rescind the rules “at this time,”…
Continue Reading SEC Requests Eighth Circuit Decide Climate Rules LitigationSEC Solicits Public Input on Definition of Foreign Private Issuer
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On June 4, 2025, the U.S. Securities and Exchange Commission announced that it published a concept release to solicit public comment on the definition of foreign private issuer (FPI). FPIs benefit from a number of accommodations from the reporting and disclosure requirements applicable to domestic issuers, such as registration and reporting forms designed for FPIs, longer timelines to file annual reports, no requirement to file quarterly reports, an exemption from the proxy rules, and the ability to present financial statements prepared in accordance with International Financial Reporting Standards, and insiders are exempt from obligations to file Section 16 ownership reports and are not subject to the short swing profit rule under the Securities Exchange Act of 1934 (Exchange Act).Continue Reading SEC Solicits Public Input on Definition of Foreign Private Issuer
Corp Fin Updates CDIs on Rule 10b5-1
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On April 25, 2025, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) updated its Compliance and Disclosure Interpretations (CDIs) relating to Rule 10b5-1 by issuing two new CDIs, revising 20 CDIs, and withdrawing three CDIs. Aside from the two new CDIs, this latest round of updates…
Continue Reading Corp Fin Updates CDIs on Rule 10b5-1SEC’s Division of Corporation Finance Issues Views on Disclosure for Securities in Crypto Asset Markets
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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 MarketsEighth Circuit Temporarily Pauses Climate Rules Litigation and Seeks Response from SEC
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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 SECSEC Votes to End Defense of Climate Disclosure Rules
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On March 27, 2025, the SEC announced that it voted (2-1) to end its defense of the final enhanced and standardized climate-related disclosure rules (the Climate Rules). The SEC previously adopted the Climate Rules on March 6, 2024. The Climate Rules faced multiple immediate legal challenges, which were consolidated in…
Continue Reading SEC Votes to End Defense of Climate Disclosure RulesCorp Fin Updates CDIs on Beneficial Ownership Reporting
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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…
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