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 …
Historic IPO(s) Price During Government Shutdown
As highlighted in this press release – and this related case study – Cooley was issuer’s counsel in the MapLight Therapeutics IPO that priced earlier this week. It’s a rarity for an IPO to price during a government shutdown (and Cooley helped Navan price an IPO yesterday, so two historic IPOs in a single week). So much so that SEC Chairman Paul Atkins tweeted about …
A New Prep Playbook: How to Prepare for Activism
I’m loving this piece posted on the “Cooley M&A” blog entitled “Activism in 2025 and Beyond: Universal Proxy, Litigation Leverage and a New Playbook for Preparedness” that includes a host of nuggets gleaned from a recent “Market Talks” panel featuring Cooley’s Bill Roegge, Jamie Leigh and Sean Brownridge, as well as Goldman Sachs’ Neil Rudisill and Collected Strategies’ Jim Golden. Here’s an excerpt: Universal proxy …
The Subtle Evolution of the SEC’s Reg Flex Agenda
It struck me as I was reading this statement from SEC Chair Paul Atkins about the latest Reg Flex Agenda – see this recent blog about the details of that – about how the importance of that agenda has grown over the years. When I first started blogging about the agenda, I had never heard of it before – and I doubt many others had …
The Nuts & Bolts of Settling with SEC’s Enforcement While Simultaneously Obtaining a Waiver
Here’s something from Cooley’s Tejal Shah who just left the SEC’s Enforcement Division to join the firm: “Recently, SEC Chairman Paul Atkins issued this statement in an effort to restore the SEC Enforcement Division’s prior practice of permitting a settling entity to request that the Commission simultaneously consider a potential defendant’s offer of settlement that addresses both an underlying enforcement action and any related request …
How the SEC’s Shutdown is Impacting EDGAR Next
Recently, I blogged about “What the SEC’s Shutdown Means for You.” I didn’t address how the shutdown impacts the onboarding of EDGAR Next – but now that the shutdown has dragged on for two weeks, we can report on some personal experiences here at Cooley. The SEC’s shutdown plan on pages 12-13 notes that “The Commission’s EDGAR system is operated pursuant to a contract and …
Corp Fin Updates Its Shutdown FAQs
Corp Fin just posted an updated list of its shutdown FAQs, reducing the number of FAQs from 22 to 17 – and making other tweaks as noted in this redlined version of the FAQs. Note that the now-deleted FAQs related to actions to be taken before a shutdown and thus are not applicable (and thus are not marked). For those companies trying to do a …
A Nifty ‘Filer Status Flowchart’
Recently, I blogged about a new CDI in which Corp Fin noted that a non-accelerated filer can now continue to be a non-accelerated filer for the fiscal year immediately following loss of “smaller reporting company” status, on the basis that the issuer is eligible to use SRC-scaled reporting until its first quarter Form 10-Q of the year following the loss of SRC status. In response …
The SEC’s Inspector General Recommends Changes for Corp Fin’s Disclosure Review
Recently, the SEC’s Office of Inspector General issued this report summarizing its audit of Corp Fin’s disclosure review program. The purpose of the audit was two-fold as to whether the review program: The audit found: 1. Documentation and guidance on annual report selection and scoping were lacking. Over the last two years, Corp Fin’s rationale for selecting companies for elective annual report reviews was often …
What the SEC’s Shutdown Means for You
Last week, I blogged that if a shutdown happens, it feels like it could last longer than the typical shutdown given the politics involved. The shutdown is now here – and Corp Fin posted this note late yesterday afternoon saying that it can’t declare registration statements effective starting October 1st, as well as this set of 22 FAQs that mirror the FAQs posted by Corp …