Yesterday, SEC Chairman Paul Atkins issued this statement soliciting comments on the entirety of Regulation S-K, “with the goal of revising the requirements to focus on eliciting disclosure of material information and avoid compelling the disclosure of immaterial information.” While receiving comments by the deadline of April 13th, Corp Fin is conducting a comprehensive review of Regulation S-K. Not sure what the end result will …
Thursday’s Webcast: “Insider Trading Policies and Rule 10b5-1”
Join us this Thursday, January 15th for the webcast – “Insider Trading Policies and Rule 10b5-1” – during which Asa Henin and Amanda Weiss will discuss all you need to know about the latest for insider trading policies, Rule 10b5-1 plans and related reporting. Register now. We also have one other upcoming webcast on Wednesday, January 21st as part of our “SEC Reporting Series“: “Proxy …
The Most Common AI “Risk Factor” Categories
With the news that over 70% of S&P 500 companies provide some sort of AI-related risk factors in their SEC disclosures, it’s a good time to review the type of risk factors that you might want to consider – of course, tailoring the decision to include a particular risk factor and what is drafted about it to your own circumstances. If you’re using AI in …
Audit Committee Disclosure: In a Nutshell
Here’s the basics – and some nuances – of what you need to know about audit committee disclosure under Item 407(d) of Regulation S-K: 1. Audit committee charter: Yes, you need one Disclose whether the audit committee has a charter. NYSE and Nasdaq require a charter – and if it’s not on your website, it must appear in the proxy as an appendix at least …
What to Expect Now from the SEC’s Enforcement Division
Here’s the intro from this entry on Cooley’s “Securities Litigation + Enforcement” blog penned by Luke Cadigan, Tejal Shah, Elizabeth Skey, Samanta Kirby and Bingxin Wu: “When Paul Atkins became the new chairman of the Securities and Exchange Commission (SEC) in April 2025, the market expected enforcement actions against public companies to decrease. Chairman Atkins has criticized the prior SEC administration’s pursuit of large corporate …
Five-Day EDGAR Weekend for the Holidays!
On the heels of the Trump Administration declaring that this Wednesday and Friday will each be considered a federal holiday – in addition to Christmas – the SEC announced that those days will also be deemed a holiday for EDGAR purposes and that any filings due on December 24th to December 26th will have its due date pushed to Monday, December 29th, which is EDGAR’s …
FPI Insiders Required to File Section 16 Reports: Five Things to Know
As I recently blogged, the defense spending bill that has now been passed by both the House and the Senate includes a provision – the “Holding Foreign Insiders Accountable Act” – that President Trump signed into law last Thursday. This new law requires the SEC to change Rule 3a12-13(b) under the Exchange Act – under which FPIs have been exempt from the requirements of Section 16 …
AI Regulation: Executive Order Puts Federal Government and States on a Collision Course
Here’s the intro from this Cooley Alert penned by our stellar AI practice group that remains at the frontier of AI law: “On December 11, 2025, President Donald Trump signed an executive order (EO) seeking to limit states’ regulation of artificial intelligence (AI) and to establish instead “a minimally burdensome national policy framework for AI.” Trump’s move creates significant uncertainty for states like California and …
Coming Soon? Section 16 Obligations for Foreign Private Issuers
Buried inside the annual defense spending bill that’s working its way through Congress right now is the “Holding Foreign Insiders Accountable Act.” As noted on page 2718 of this House bill (see below for the actual provision), the legislation would impose Section 16 obligations on insiders of foreign private issuers for the first time. The House will vote this week – and the Senate next …
Corp Fin Issues “Reopening” Guidance (And It Has to Process 900 Registration Statements!)
Yesterday, in addition to noting its backlog includes 900 registration statements, Corp Fin posted this list of 9 “reopening” FAQs, which can be summarized as follows: And Cooley’s Reid Hooper adds this FAQ to the mix about the timing of registration statement reviews: “The timing for the review of filings made during the shutdown should be the same for initial reviews (27-30 days) and they …