The SEC’s proposal would consolidate the existing filer status categories by eliminating the accelerated filer and SRC designations and creating a streamlined framework consisting of large accelerated filers, non-accelerated filers, a sub-category of small non-accelerated filers and EGCs. Under the proposal, the disclosure scaling and accommodations currently available only to SRCs and EGCs would be extended to all non-accelerated filers, which would encompass approximately 81% of all current public companies. However, large accelerated filers, the companies subject to the most extensive requirements, would still account for approximately 93.5% of total public market float.
Flexibility in Reporting Frequency: Understanding the SEC’s Semiannual Reporting Proposal
The Securities and Exchange Commission (SEC) proposed rule and form amendments under the Securities Exchange Act of 1934, as amended (Exchange Act), that would allow public companies to elect to file semiannual reports on a new Form 10-S in lieu of filing interim quarterly reports on Form 10-Q. In a statement accompanying the proposal, SEC Chairman Paul Atkins noted that “the rigidity of the SEC’s rules has prevented companies and their investors from determining for themselves the interim reporting frequency that best serves their business needs and investors.” According to Chairman Atkins, the proposal represents the first step of a “larger, comprehensive effort to review and reshape the current SEC rules governing public companies with respect to their ongoing reporting obligations and their ability to raise capital in the public markets.”
Listing Decision: The New York Stock Exchange vs. the Nasdaq Stock Market
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
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 PlanBest Practices for AI Disclosures in SEC Filings: Ensuring Transparency and Consistency
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 ConsistencyThe Time is Here: Public Companies Should be Mindful of the Upcoming Insider Trading Policy Form 10-K Exhibit Filing Requirement
In connection with the upcoming Form 10-K/proxy season, public companies with a fiscal year ending on December 31 will be required, for the first time, to publicly file their insider trading policies as exhibits to their Annual Report on Form 10-K pursuant to Item 408(b) of Regulation S-K. Prior to this SEC rules requirement, it was fairly uncommon for public companies to make their insider trading policies publicly available (on a voluntary basis).
Continue Reading The Time is Here: Public Companies Should be Mindful of the Upcoming Insider Trading Policy Form 10-K Exhibit Filing RequirementSEC Adopts Amendments to Modernize Beneficial Ownership Reporting
On October 18, 2023, the Securities and Exchange Commission (SEC) adopted amendments to the rules governing beneficial ownership reporting to “require market participants to provide more timely information on their positions to meet the needs of investors in today’s financial markets.”
Continue Reading SEC Adopts Amendments to Modernize Beneficial Ownership ReportingNon-GAAP Comment Letters: SEC Areas of Focus
On December 13, 2022, the Securities and Exchange Commission (SEC) issued seven new or revised Compliance and Disclosure Interpretations (C&DIs) on topics regarding the use of non-GAAP financial measures in SEC filings. Typically, the release of C&DIs, whether new or revised, indicates that a certain subject will be an area of heightened focus in SEC comment letters and enforcement actions.
Continue Reading Non-GAAP Comment Letters: SEC Areas of Focus