The US Securities and Exchange Commission (SEC) recently issued a new Compliance and Disclosure Interpretation, Question 103.12 (C&DI), that may significantly impact how public companies engage with their shareholders. Released on February 11, 2025, this C&DI focuses on the eligibility criteria for reporting beneficial ownership on Schedule 13G compared to Schedule

Continue Reading To control or not to control: SEC issues new guidance impacting Schedule 13G filers

Companies seeking to raise capital through a public offering are encouraged to note the US Securities and Exchange Commission (SEC)’s announcement on March 3, 2025 that the staff of the Division of Corporation Finance (SEC staff) has augmented the accommodations available for entities submitting draft registration statements for nonpublic review

Continue Reading SEC expands confidential review process to facilitate capital formation

In our earlier blog post, we discussed Staff Legal Bulletin 14M (SLB 14M), which rescinded prior Staff Legal Bulletin 14L (SLB 14L). The staff of the US Securities and Exchange Commission (SEC) indicated that SLB 14M is intended to clarify the views of the SEC staff (Staff) on the

Continue Reading Shareholder proposals – the great reset again! (Part 2)

On February 18, 2025, President Donald J. Trump signed an Executive Order (EO), entitled, “Restoring Democracy and Accountability in Government,” which asserts greater authority over all federal agencies, including those established by Congress as independent from direct presidential control. The EO specifically lists the Securities and Exchange Commission (SEC)

Continue Reading Executive Order on federal agencies

On February 20, 2025, the Securities and Exchange Commission (SEC) announced the creation of the Cyber and Emerging Technologies Unit (CETU), which will focus on combatting cyber-related misconduct and protecting retail investors from bad actors in the emerging technologies space.

The CETU, which includes approximately 30 fraud specialists and attorneys

Continue Reading SEC announces creation of Cyber and Emerging Technologies Unit

It may now be more difficult to use the exempt solicitation process as a messaging tool. As one of the first acts of the new US Securities and Exchange Commission (SEC) Administration, the staff of the SEC revised certain Compliance and Disclosure Interpretations (C&DIs) related to the use of Notice

Continue Reading Notice of Exempt Solicitations are under scrutiny

On February 11, 2025, Acting US Securities and Exchange Commission (SEC) Chairman and Commissioner Mark Uyeda announced that he has directed the SEC staff to notify the US Court of Appeals for the Eighth Circuit of the changed circumstances surrounding the SEC’s position on the climate disclosure rules. He has

Continue Reading Acting SEC Chair Uyeda will seek pause in climate rules litigation

The US Securities and Exchange Commission (SEC) adopted landmark final rules (Climate Disclosure Rules, or Rules) in March 2024 intended to enhance and standardize climate-related disclosures for publicly listed companies.

The Climate Disclosure Rules required all domestic and foreign publicly traded companies to disclose climate-related risks and mandated certain filers

Continue Reading SEC Climate Disclosure Rules under the Trump Administration