On May 19, the Securities and Exchange Commission (SEC) proposed a sweeping set of reforms designed to modernize and simplify the framework governing registered securities offerings by public companies. The proposal, if adopted, would represent one of the most significant overhauls of the capital formation process in decades, touching on shelf registration, eligibility requirements and communications rules, among other areas.
Simplifying the Public Company Framework: Understanding the SEC’s Filer Status Reform Proposal
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.”
California Update: Implementation of SB 261 Paused Pending Appeal
On Tuesday, November 18, the U.S. Court of Appeals for the Ninth Circuit paused implementation of California’s Senate Bill 261, the Climate-related Financial Risk Act (SB 261), pending appeal.
Continue Reading California Update: Implementation of SB 261 Paused Pending AppealSEC Withdraws Defense of Climate Disclosure Rules
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 RulesNo Action Relief Alert: Issuance of SLB 14M and Rescission of SLB 14L
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
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
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
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 ClaimsWatch Now | ESG Outlook: Preparing for the 2025 Reporting Season Webinar
Join us, along with prominent environmental, social and governance (ESG) and corporate and securities thought leaders for the next session in our ESG Impact Webinar Series. As public companies prepare for the 2025 reporting season amid the transition to the new administration, staying ahead of the curve is essential.Continue Reading Watch Now | ESG Outlook: Preparing for the 2025 Reporting Season Webinar