The era of SEC Chair Paul Atkins’s tenure has been off to a blistering start – dating back to when Commissioner Mark Uyeda was Acting Chair – and the latest Reg Flex Agenda indicates that changes continue to be afoot that should benefit companies. Atkins issued this statement to explain the Reg Flex Agenda in which he notes his priorities of: As I’ll be blogging …
EDGAR Next: The SEC Staff’s Informal Set of FAQs
Recently, the SEC Staff posted the archive of a video they just made about EDGAR Next that included a number of questions that were submitted live via chat and answered by the Staff. These questions are answered starting at the 50:42 mark of the video, going all the way to the 1:35:00 mark. In total, five questions were answered. I’ve taken the transcript for those …
How Analysts and Investors Use AI to Review Earnings Releases
As borne out by a recent study, analysts and investors are increasingly using AI tools to read and analyze earnings reports (10-Ks, 10-Qs, earnings releases and transcripts) to gain faster insights and identify investment opportunities. These tools leverage natural language processing, machine learning and sentiment analysis to extract, interpret and rank relevant data. Here are some of the ways that analysts and investors use AI …
EDGAR Next: How to Handle Five Issues That Might Arise
With the deadline for mandatory use of EDGAR Next around the corner – September 15th – here are the five biggest issues we’ve been working with clients on (as told to me by Cooley’s Luci Altman), some of which mirror the “Top 12 Decision Points for EDGAR Next” that we’ve blogged about before:
Nevada Takes First Steps Towards Forming a Business Court
At the end of July, the Chief Justice of the Nevada Supreme Court proposed the adoption of a rule that would create a Commission to look into creating a business court in the two largest judicial districts in Nevada. Here is the court’s docket on that rulemaking, which includes comment letters from interested parties. A hearing was held on the proposal a few days ago, …
The Ten Most Common XBRL Errors for Form 10-Ks
Given that the Staff from the SEC’s Division of Economic and Risk Analysis recently had to post this note about errors for XBRL tags on “public float” amounts, I thought I would list the ten most common XBRL errors made by filers of Form 10-Ks, based on observations from the SEC’s DERA staff, Corp Fin staff comment letters and other commentary: 1. Incorrect Tag Selection: …
Corp Fin Continues to Make Reg A Offerings Easier to Conduct
Last month, Corp Fin’s Office of Small Business Policy issued no-action relief to a company from the requirement to file an annual report on Form 1-K under Regulation A – despite the fact that the company didn’t qualify for reporting suspension under Rule 257(d) of Regulation A. Corp Fin based its reasoning upon public policy considerations underlying the Reg A reporting requirements, as the company …
The Life of Former SEC Chair (and Corp Fin Director) Manny Cohen
Recently, I blogged about the 20 Corp Fin Directors we’ve had at the SEC (we haven’t heard yet who will be the new Corp Fin Director) – and it got me thinking about Manny Cohen, whom many of us don’t know much about since he worked at the SEC so long ago. Here’s an excerpt about Manny from an “SEC Historical Society” interview with David …
Corp Fin Revises 18 “Schedule 13D/G” CDIs
A few days ago, Corp Fin revised a total of 18 CDIs related to Schedule 13Ds and 13Gs, mainly to align them with the changes to the rules related to those Schedules made back in October ’23. The CDIs are redlined by Corp Fin as is their new practice. As noted by Cooley’s Justin Kisner, the updates can be categorized to be in three buckets:
Reincorporation Considerations for Late-Stage Private and Pre-IPO Companies
Here’s an excerpt from this lengthy piece on Cooley’s CapitalXchange that explores the impact of the recent Delaware, Texas and Nevada state changes relating to in which state a company might want to be incorporated in: “Senate Bill 21 also makes changes to Section 220 of the DGCL, relating to the inspection of books and records, including the following: Our securities litigation + enforcement colleagues …