’34 Act/Other

After the SEC posted its proposing release for its semiannual reporting proposal last week, it posted this 3-minute video about the proposal. And here’s an excerpt from this Cooley Alert penned by Brad Goldberg, Beth Sasfai, Luci Altman, Vicky Peluso, Julia Boesch, Liz Dunshee, Sarah Seller and Reid Hooper: Open questions The SEC has solicited comments on a range of issues that may shape the …

Yesterday, the SEC proposed rule and form amendments to allow companies the option of filing semiannual reports in lieu of quarterly reports. That’s a pretty fast turnaround for a proposal this important since President Trump first announced the idea back in September. Here’s the press release, fact sheet – and 279-page proposing release. And here’s SEC Chair Paul Atkin’s statement – as well as Commissioner …

It seems like a day doesn’t go by in which I don’t read a story about a new form of technology designed to assist retail holders so they can participate in the stock market in one form or another. Here’s a recent flurry of these articles:

Over on Cooley’s “CapitalXchange,” this blog highlights the 28-page comment letter that Cooley recently submitted to the SEC on its proposal seeking to rethink Regulation S-K. As you can tell when you read the comment letter, a lot of thought was poured into it by our team and it’s nicely organized with an easy-to-understand format. Here are the primary themes: Here are the 110 comment …

As we await the SEC’s proposal on semi-annual reporting – which should be dropped any day now – it’s a good time to highlight that a rulemaking from the SEC is likely to be coming soon if its listed as being under review by the White House’s Office of Information and Regulatory Affairs (known as “OIRA”). When President Trump signed this Executive Order over a …

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: