Under Item 304 of Regulation S-K and Item 4.01 of Form 8-K, companies must provide required disclosure when there is a change to their principal auditor. Here are 15 items to consider: 1. File the 8-K within four business days Disclose any auditor change (resignation, dismissal or refusal to stand for reelection) on Form 8-K under Item 4.01 within four business days – no exceptions, …
The SEC Proposes Switching the E-Delivery Default
Talk about a topic near and dear to my heart. My first site – RealCorporateLawyer.com – was launched twenty-five years ago based on the expertise I gained when I was in Corp Fin in the mid-‘90s providing guidance on how the advent of the Internet impacted the federal securities laws. Providing guidance on e-delivery was a big part of that site. The SEC issued interpretative …
The Spring Reg Flex Agenda: A Record-Breaking Number of Rulemakings!
Recently, the SEC released its Spring 2026 Regulatory Flexibility Agenda and it contains a record number of rulemakings, many of them deregulatory in nature. There are 36 rulemakings listed in the “Proposed Rule Stage” (and two of them in the “Prerule Stage”). 36! A majority of these proposed rulemakings did not make the list in the Fall 2025 Reg Flex Agenda, with the SEC announcing …
First Companies Indicate They Would Go “Semi-Annual”
With comment letters pouring into the SEC in response to the SEC’s proposal to allow companies to voluntary move to semi-annual reporting from quarterly, we have the first company that has specifically indicated it would move to semi-annual reporting if the SEC adopts rules permitting so – although the company would continue its practice of issuing quarterly earnings releases including continuing its accounting close processes …
Supreme Court Expands Presidential Authority Over Independent Federal Agencies
Last week, the Supreme Court overturned its 91-year-old precedent – in Trump v. Slaughter – holding by a 6-3 vote that Congress can’t restrict the President’s ability to remove members of independent agencies like the FTC. Here are four things to know: 1. Presidential Removal Power Expanded: The decision embraces the ‘unitary executive theory,’ giving the President broader authority to remove executive branch officials without …
Supreme Court Rejects Investor Loss Requirement for SEC Disgorgement
Here’s the intro from this Cooley blog penned by Luke Cadigan, Tejal Shah, Elizabeth Skey and Samantha Kirby: “On June 4, 2026, the US Supreme Court held that the Securities and Exchange Commission (SEC) need not prove that investors suffered actual financial loss to obtain disgorgement in a civil action. In a unanimous opinion authored by Justice Neil Gorsuch, Sripetch v. SEC, the Court reached this conclusion by relying …
Can The SEC Conduct Business If It Only Has Two Commissioners?
I’ve seen this movie before and it’s not as scary as you would think. When I worked at the SEC during the mid-‘90s, the SEC only had two Commissioners for a spell – Chair Arthur Levitt and Commissioner Steven Wallman – and the only odd thing about it was that it looked a little silly during an open (or closed) Commission meeting as only two …
SEC Proposes Broad Expansion of Shelf Registration Access and Capital Markets Efficiencies
Here’s an excerpt from this Cooley Alert penned by Rich Segal, Chad Mills, Julia Boesch, Reid Hooper, Liz Dunshee, Luci Altman, Victoria Peluso, Katherine Denby and Christine Turner: “The proposal, if adopted, would restructure the registered offering framework. The significance of the changes will depend on where an issuer sits in the capital markets landscape. For large-cap, exchange-listed issuers that are WKSIs under the current …
Have We Seen the Last of the Open Commission Meetings? (Does It Matter?)
Did you notice that the SEC hasn’t held an open Commission meeting so far this year? Me neither. Which should lead us both to conclude that it doesn’t matter. Because it doesn’t. In fact, the SEC has only held four open Commission meetings in 2025. That is the fewest in memory for me. On average, the SEC held about 22 open meetings before Covid – …
Corp Fin Director Jim Moloney Discusses the Latest
Episode 2 of SEC Chair Paul Atkins’ new podcast “Material Matters” featured Corp Fin Director Jim Moloney. Here’s ten things that Jim said during the 25-minute podcast: