When going through an initial public offering (IPO) process, a company must make the important decision of choosing the securities exchange on which to list its shares. For most U.S.-based companies undertaking an IPO, this choice is between the New York Stock Exchange (NYSE) and the Nasdaq Stock Market LLC (Nasdaq).
Continue Reading Listing Decision: The New York Stock Exchange vs. the Nasdaq Stock Market(Insider) Trading under a Rule 10b5-1 Plan
By Justin Hay & Jonathan Stanley on
Posted in SEC Guidance
In June 2025, Terren Scott Peizer, the former chief executive officer, executive chairman and chairman of the board of directors of Ontrak, Inc. (Ontrak), was sentenced to 42 months imprisonment, ordered to pay a $5.25 million fine, and required to forfeit more than $12.7 million in ill-gotten gains with respect to trades made in connection with a pre-determined trading plan intended to establish an affirmative defense to insider trading charges (a Rule 10b5-1 Plan). According to the Department of Justice (DOJ), Peizer is the first executive to be convicted in a criminal case based on the use of a Rule 10b5-1 Plan.
Continue Reading (Insider) Trading under a Rule 10b5-1 PlanSEC Withdraws Defense of Climate Disclosure Rules
By Sehrish Siddiqui on
As a follow-up to our blog post in February about the Securities and Exchange Commission’s (SEC) pause in defending its Climate Disclosure Rules, on March 27, the SEC notified the U.S. Court of Appeals for the Eighth Circuit that it was officially withdrawing its defense of those rules.
Continue Reading SEC Withdraws Defense of Climate Disclosure RulesSEC Expands Accommodations for its Confidential Registration Statement Review Process, Increasing Flexibility for Issuers
By Katy Presson & Jonathan Stanley on
On March 3, the United States Securities and Exchange Commission (SEC) issued guidance expanding its policies related to its confidential Draft Registration Statement (DRS) review process to all registration statements made under the Securities Act of 1933, as amended (Securities Act) and the Exchange Act of 1934, as amended (Exchange Act).
Continue Reading SEC Expands Accommodations for its Confidential Registration Statement Review Process, Increasing Flexibility for IssuersBest Practices for AI Disclosures in SEC Filings: Ensuring Transparency and Consistency
By Kevin Douglas & Justin Hay on
The rapid evolution of artificial intelligence (AI) is prompting an increase in AI-related disclosures in public companies’ SEC filings, a trend that is expected to continue.
Continue Reading Best Practices for AI Disclosures in SEC Filings: Ensuring Transparency and ConsistencyNo Action Relief Alert: Issuance of SLB 14M and Rescission of SLB 14L
By Sehrish Siddiqui on
Posted in Proxy, SEC Guidance
On February 12, the Staff (Staff) at the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14M (SLB 14M). Among other matters, SLB 14M rescinds Staff Legal Bulletin No. 14L (SLB 14L) and reinstates earlier guidance on the exclusion of shareholder proposals under Rule 14a-8 of the Securities Exchange Act of 1934, as amended (Exchange Act). SLB 14L was generally considered more shareholder-friendly.
Continue Reading No Action Relief Alert: Issuance of SLB 14M and Rescission of SLB 14LSEC Pauses Defense of Climate Disclosure Rules
By Sehrish Siddiqui on
On February 11, Securities and Exchange Commission (SEC) Acting Chairman Mark Uyeda asked the Eighth Circuit not to schedule oral arguments for the SEC’s climate disclosure rules, which were adopted in March 2024, and soon voluntarily stayed by the SEC pending the outcome of the Eighth Circuit litigation.
Continue Reading SEC Pauses Defense of Climate Disclosure RulesFifth Circuit Vacates Nasdaq Board Diversity Rules
By Sehrish Siddiqui on
Posted in Disclosure, ESG
On December 11, the Court of Appeals for the Fifth Circuit vacated Nasdaq Listing Rule 5605(f) and Nasdaq Listing Rule 5606(a) (together with Nasdaq Listing Rule IM-5900-9, the Board Diversity Rules) by a 9-8 vote. In Alliance for Fair Board Recruitment v. SEC, the Fifth Circuit held that the Securities and Exchange Commission (SEC) acted outside of its authority when it approved Nasdaq’s Board Diversity Rules in 2021.
Continue Reading Fifth Circuit Vacates Nasdaq Board Diversity RulesHow to Tackle Greenwashing Claims
By Sehrish Siddiqui on
Posted in Disclosure, ESG
I authored an article for Bloomberg Law discussing steps companies can take to protect themselves in the shifting and complex landscape of environmental, social, and governance (ESG) transparency.
To reduce the risk of greenwashing claims, I recommend that companies have third-party auditors verify their ESG data and establish strong internal controls.
Continue Reading How to Tackle Greenwashing ClaimsPCAOB Delays NOCLAR Rulemaking to 2025 Amid Controversy and Election-Year Dynamics
By Danielle Hunt, Jonathan Stanley & Bradley Yenter on
Posted in Regulation Changes, SEC Guidance
The Public Company Accounting Oversight Board (PCAOB) delayed the adoption of a final rule with respect to its June 2023 proposal (Proposal) to increase auditors’ responsibility to evaluate and disclose a public company’s noncompliance with laws and regulations (NOCLAR). While the PCAOB originally indicated the Proposal would be adopted in 2024, the PCAOB’s website now states there will be no further action on the Proposal until 2025.
Continue Reading PCAOB Delays NOCLAR Rulemaking to 2025 Amid Controversy and Election-Year Dynamics