Just last week, I blogged about drafting risk factor disclosure in a new AI-dominated era. A few days ago, SEC Chairman Paul Atkins delivered this speech – in addition to addressing several other topics – laying out a conceivable path towards risk factor reform. Here are the potential elements that he mentioned:
Corp Fin Posts More Deal CDIs
Corp Fin certainly has been busy updating its CDIs. Last week, Corp Fin issued two new Rule 13e-3 going-private CDIs (as well as a conforming revision to an existing CDI), two new tender offer CDIs and one updated Form S-4 business combination CDI. Cooley’s Justin Kisner offers the following observations on the updates: “The Rule 13e-3 and tender offer CDIs do not represent a shift …
Corp Fin Director Jim Moloney Highlights Upcoming Attractions
If you’ve been reading this blog on a regular basis, you know that the SEC – including Corp Fin – has has been very active over the past year announcing a number of rulemaking and initiatives to come. Corp Fin Director Jim Moloney delivered this speech at Northwestern’s recent “Securities Regulation Institute” highlighting the actions that Corp Fin is planning – and indicating that what’s …
SEC to Start Suspending Filings with XBRL Errors in Filing Fee Exhibits
Last week, the SEC announced that its moving towards stricter enforcement of Inline XBRL (iXBRL) data quality as the agency will suspend filings made on EDGAR – rather than merely issuing warnings – for fee-bearing forms (such as registration statements) that have XBRL errors in the filing fee exhibits. The SEC will begin suspending filings with XBRL errors in those exhibits on March 16th – although …
Drafting Risk Factors in a New AI Era
During Northwestern’s “Securities Regulation Institute,” there was an interesting discussion about whether AI tools supplant the need for the summary of risk factors placed in SEC filings because investors can easily summarize the risk factors using an AI tool. This also made me consider a slightly different question – one that may be relevant as the SEC considers taking aim at “information overload” – which …
Corp Fin Director Jim Moloney Talks Disclosure Reform
New Corp Fin Director Jim Moloney delivered remarks a few days ago at Northwestern’s annual Securities Regulation Institute that are notable – and in line with the theme of Chairman Atkins’ October speech in which he stated that one of his top priorities is to make being a public company an attractive proposition and that he is hoping to simplify and scale the SEC’s disclosure …
SEC Commissioner Uyeda Speaks on Disclosure Reform
At Northwestern’s annual Securities Regulation Institute in San Diego yesterday, SEC Commissioner Mark Uyeda delivered this speech about how securities law reform in the Corp Fin area might unfold. His main themes consisted of: Commissioner Uyeda provided these examples of things that could be tackled as part of the SEC’s Regulation S-K reform project:
Securities Litigation: Watch Your AI Disclosures
In this Cooley memo penned by William Pao, Jonathan Waxman and Julian Piroli, I read the fact patterns for the various securities litigation cases involving AI-related disclosures with great interest. It’s worth checking out. Here’s the intro from the memo: “In 2025, securities litigation over artificial intelligence claims reached a new level of intensity. What had been a trickle of exploratory cases before 2024 became …
Corp Fin’s Senior Staff: Three Deputy Directors!
A few days ago, the SEC issued this press release with a list of the current senior staffers in Corp Fin. Director Jim Moloney started his job a few months ago – and now he has three Deputy Directors! Cicely LaMothe recently retired and Duc Dang was promoted to serve as Deputy Director for disclosure operations in her stead. Christina Thomas was just rehired by …
The SEC (Broadly) Solicits Comment on the Entirety of Regulation S-K
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 …