We’ve blogged multiple times about how you should prepare to transition to the SEC’s new “EDGAR Next” platform (here’s our latest post). We are now in that transition period where some companies are voluntarily enrolling in EDGAR Next before it becomes mandatory in September. And, as we blogged about a few months back, some companies have been forced to use EDGAR Next already, since they …
Crypto Companies: “‘Come In and Register’ – Now With Directions”
Here’s the intro from this Cooley Alert penned by Derek Colla, Pang Lee, Rodrigo Seira, Joyce Wang and Will Pao: “For years, the Securities and Exchange Commission’s invitation to crypto companies sounded simple: “Come in and register.” But there was no map, no guide and no obvious way forward – only uncertainty and risk. That changed on April 10, when the SEC’s Division of Corporation …
Five Interesting Things From the “SEC Town Hall”
Recently, SEC Chair Paul Atkins posted his remarks delivered at an “SEC Town Hall.” Here are five things I found interesting:
The DOJ’s Policy Shift to Incentivize Self-Reporting
Earlier this week, the Department of Justice’s Criminal Division released four documents on corporate misconduct, whistleblowers, compliance monitors, and enforcement priorities that outline significant changes to the DOJ’s policies under the Trump Administration. These four documents are: As noted in this speech by the new head of the Criminal Division – Matthew Galeotti – the principal thrust is that the DOJ aims to incentivize self-reporting …
New Executive Order Seeks to Curb Overuse of Criminal Actions Brought By Federal Agencies
Last week, President Trump issued an executive order – entitled “Fighting Overcriminalization in Federal Regulations” – with the goal of curbing the use of criminal penalties otherwise imposed by federal regulations. The executive order argues that citizens can’t possibly know all of the federal regs out there, and that larger companies have an advantage because they can hire lawyers more easily than the average American. …
Unintended Consequences of the SEC’s Buyouts: Few “Going-Away” Parties
As noted in this USA Today article, Senators Elizabeth Warren and Mark Warner sent a letter a few weeks ago to the GAO requesting an investigation into the impact of the SEC’s recent buyouts and the upcoming layoffs resulting from DOGE activities. Anecdotally, it sounds like about 700 staffers accepted buyouts – and that certain Divisions were impacted more than others (like the Division of …
The Coming SEC-PCAOB Merger? Arguments Against Abolishing the PCAOB
The House Financial Services Committee voted to include a provision in the 2025 budget reconciliation bill that would abolish the PCAOB. The proposal would reassign PCAOB functions to the SEC. Unfortunately, if this PCAOB provision stays in the budget reconciliation bill, it’s likely to be the end of the PCAOB. The fate of the PCAOB would be a minor detail in the context of the reconciliation …
Spring Cleaning for Corp Fin’s Rule 10b5-1 CDIs
Last week, Corp Fin did some spring cleaning in the Rule 10b5-1 area by adding two new CDIs, revising 20 CDIs, and withdrawing three CDIs so they better jibe with the amendments to Rule 10b5-1 in 2022. Most of the changes are truly spring cleaning in nature – touch ups that don’t deal with much in the way of substance. But there are a handful …
How to Explain Section 16 to a Newbie
Given the hubbub over the SEC’s new EDGAR Next, I thought it would be useful to provide a FAQ explaining the rationale for Section 16 to a new director or officer who is unfamiliar with the concept. 1. What’s the primary purpose? The purpose goes all the way back to 1934 in the wake of the Great Depression. Congress included this provision in the Securities …
Crypto Shake-Up: Narrowing Risks, From Securities Scrutiny to Consumer Claims
Here’s the intro from this Cooley Alert penned by William Pao, Alexander Galicki, Michelle Doolin, Rodrigo Seira and Derek Colla: “Crypto is now in Washington’s good graces – or at least that’s how it may seem. The return of the Trump administration has injected new energy into the crypto asset space, with sweeping rhetoric about “unleashing innovation” and a flurry of early moves that suggest …