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.
SEC Guidance
Simplifying the Public Company Framework: Understanding the SEC’s Filer Status Reform Proposal
Posted in Regulation Changes, SEC Guidance
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
Posted in SEC Guidance
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.”…
(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 RulesPCAOB 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