’34 Act/Other

This SEC has embraced social media more than most. I’ve seen some of the Division Directors announcing their speeches and otherwise posting nuggets on LinkedIn – something I can’t recall any prior senior Staffers doing. And now SEC Chairman Paul Atkins has launched a “Material Matters” podcast! According to the press release, Chairman Atkins will be joined by guests across the agency, government and industry, …

On Friday, Corp Fin extended the original grant of global no-action relief to insiders of foreign private issuers in countries impacted directly by the war going on in Iran – so that the compliance deadline for those insiders is May 29th (rather than the original extension deadline of April 20th, which is today). The countries impacted are those “organized and headquartered in Israel or any …

In this article, Cooley’s Will Pao, Tejal Shah and Bingxin Wu discuss the SEC’s suspension of trading for 14 Asia-based companies due to potential market manipulation – and recommend that foreign issuers consider evaluating their vulnerability to third-party market manipulation and develop a response plan in the event of a stock price rally that potentially triggers regulatory scrutiny.

Recently, we were all reminded that any type of internal communications – including AI prompts! – are discoverable and can become the “smoking gun” in a lawsuit. In a $250 million M&A earnout dispute, as reflected in this court’s post-trial decision, the buyer was found by the Delaware Court of Chancery to have intentionally undermined the earnout and prevented the seller from achieving it. A …

In this recent speech, SEC Chairman Paul Atkins again highlighted his three pillars in his “Make IPOs Great Again” plan (here’s a blog about his October speech kicking off this plan). The three pillars were described in this speech as:

Recently, I blogged about public company pain points as part of the SEC’s Project Crypto – a blog which garnered a lot of attention – but one thing I failed to highlight is how the advent of crypto assets and the efforts to regulate them has impacted the long-standing Howey test that all of us know when we first learned the importance of knowing what …

A lot is going on over at the SEC to set up a new regulatory framework for cryptocurrency (for example, see this press release from last week) – and maybe you think as a public company junkie that it doesn’t effect you. But it does. Liz Dunshee and Reid Hooper explain in this Cooley “CapitalXchange” blog – here’s a teaser to get your attention: “It’s …

As noted in this Reuters article, the SEC’s Enforcement Division has formed a new “SOX Group” that will target auditors for violations of auditing and professional standards. Here’s the job posting for the head of this new group, which includes a high-level description of this new group. This is happening at the same time that the SEC is cutting the budget – and thus the …

I’m a wee bit compulsive about some small things that I find guilty pleasure in. One nice bit of news is that Corp Fin has quietly changed “Compliance and Disclosure Interpretations” to “Corporation Finance Interpretations.” Meaning that we now have “CFIs” instead of “CDIs” or “CD&Is” or “C&DIs.” I’ve always had a pet peeve about people saying “CD&Is.” I ran a poll over a dozen years …

Cooley’s Reid Hooper and Asa Henin note that Corp Fin issued this new Form S-3 CFI yesterday on baby shelfs and at-the-market offerings (CDIs are now called “CFIs,” which I’ll be blogging about next week): “Question 116.26: A company entered into a sales agreement with a named selling agent for an at-the-market offering of an amount of securities that the company reasonably expected to offer and …