Capital Markets & Securities Law Watch
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17 results
March 19, 2025
|3 min read
SEC Publishes Updated C&DIs on Lock-Up Agreements and Tender Offers
agreements in the context of business combinations and introduced new C&DIs related to tender offers.
March 10, 2025
|3 min read
SEC to Implement EDGAR Next: Modernizing EDGAR Filer Access and Account Management
Retrieval (EDGAR) system, aimed at modernizing filer access and enhancing cybersecurity protections. On December 27, 2024, the SEC adopted a new rule,
EDGAR Filer Access and Account Management (the Rule), to formalize these updates. Effective on March 24, 2025, as part of the SEC’s transition...Read more
February 28, 2025
|7 min read
SEC Issues New Guidance on Exclusion of Shareholder Proposals
which provides updated information for public companies and shareholders regarding shareholder proposals pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934 and outlines a new approach towards excluding shareholder proposals from a company’s proxy statement.
January 27, 2025
|2 min read
Mark T. Uyeda Named Acting Chairman of the SEC, Launches New Crypto Task Force
December 13, 2024
|3 min read
Fifth Circuit Strikes Down NASDAQ Board Diversity Rules
Commission (the SEC) did not have the authority to approve The Nasdaq Stock Exchange’s (Nasdaq) board diversity rule (the Rule).
October 22, 2024
|3 min read
SEC Greenlights Nasdaq’s Proposed Rule Change on Bid Price Compliance
exchange. These changes may impose further considerations for companies as they work through the broader impact of such actions on their overall
compliance status.
July 31, 2024
|8 min read
Delaware Passes Controversial Amendments to the Delaware General Corporation Law
that delegate governance rights to stockholders regardless of whether such rights are provided for in the corporation’s certificate of incorporation. Such
stockholder agreements were previously found to violate Section 141(a) of the DGCL in the controversial case West Palm Beach Firefighters’ Pen...Read more
June 25, 2024
|3 min read
Recent Stockholder Lawsuits in Delaware Challenge Common Advance Notice Bylaw Provisions
advance notice bylaw provisions commonly included in public companies’ bylaws.
May 22, 2023
|6 min read
SEC Share Repurchase Disclosure Rules Adopted and Already Challenged
domestic U.S. issuers, foreign private issuers and registered closed-end management investment companies that are exchange-traded. The final rules
require issuers to provide disclosures of daily repurchase activity on a quarterly basis for domestic U.S. issuers, and foreign private issuers and o...Read more
April 5, 2023
|4 min read
SEC Pushes Toward the Digital Age, Proposes to Eliminate More Paper-Based Filings
including Securities and Exchange Act of 1934 (Exchange Act) forms, eliminating related paper-based filing requirements and compelling the use of XBRL or
custom XML for certain submissions. The affected filings are primarily associated with self-regulatory organizations (SROs), broker-dealers, secu...Read more
January 9, 2023
|3 min read
PCAOB Resets the Clock on Delisting for China-Based Companies Listed in the U.S.
inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong for the first time and issued its 2022
HFCAA Determination Report (collectively, the 2022 Determinations)[i] under the Holding Foreign Companies Accountable Act of 2020 (the HFCA...Read more
November 2, 2022
|14 min read
Updates on Audit Oversight Cooperation Between U.S. PCAOB and Chinese Authorities
Securities Regulatory Commission (the CSRC) and Ministry of Finance of China (MOF) in respect of cooperation on the oversight of PCAOB-registered public
accounting firms based in mainland China and Hong Kong. This represents a first and meaningful move to address the decade-long audit oversig...Read more
July 21, 2022
|4 min read
SEC Proposes Amendments to Shareholder Proposal Rule
proposals from a company’s proxy materials.
July 18, 2022
|3 min read
advice businesses (“PVABs”). (You can find our blog post about the 2020 rules here).
October 5, 2020
|3 min read
California Governor Signs Bill Increasing Board Representation from Underrepresented Communities
boards by passing a new bill (Assembly Bill (AB) 979) requiring each publicly held corporation whose principal executive offices are located in
California—regardless of state of incorporation—to have a minimum number of directors from “underrepresented communities” on its board of directors.
April 6, 2020
|4 min read
Top Five ESG Considerations for Public Companies
social, and governance (ESG) considerations can help companies respond to the impact of COVID-19, both in the short term and long term, drive the
re-imagination of global business models, and prevent crises in the future.
March 19, 2020
|6 min read
Key Considerations for Boards of Directors and Management in the Wake of the COVID-19 Pandemic
pandemic has caused the need for urgent yet thoughtful responses by corporations through their executive officers and boards of directors.