Capital Markets & Securities Law Watch

On April 11, 2025, the SEC’s Division of Corporation Finance issued six new Compliance and Disclosure Interpretations (C&DIs) regarding (i) clawback-related checkboxes on the cover page of Form 10-K and (ii) disclosure required by Regulation S-K Item 402(w)(2). These C&DIs provide crucial guidance for listed issuers on reporting corrections of errors in financial statements and analyzing the implications for executive compensation recovery.

The SEC staff also added a C&DI addressing whether target companies in de-SPAC transactions may suspend their Section 15(d) reporting obligations after closing.

On March 20, 2025, the staff of the U.S. Securities and Exchange Commission’s (the SEC) Division of Corporation Finance issued new guidance that permits Form S-3 registration statements that are not automatically effective upon filing, typically used by issuers that are not well-known seasoned issuers (WKSIs), to be declared effective after the issuer files its Annual Report on Form 10-K but before filing the proxy statement containing information required by Part III of Form 10-K (Part III Information) that was properly omitted from the issuer’s timely filed Form 10-K.

On March 7, 2024, the Securities and Exchange Commission (SEC or Commission) announced charges against Skechers U.S.A. Inc. (Skechers) for violating Rules 13a-1 and 14a-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act), by failing to disclose certain transactions with related persons in reports filed with the SEC for the years 2018 through 2021. 

On March 6, 2024, the US Securities and Exchange Commission (SEC or Commission) announced the adoption of final rules requiring registrants – both domestic companies and foreign private issuers (FPIs) – to include climate-related information in their registration statements and annual reports. 

The SEC’s staff in the Division of Corporate Finance issued a new C&DI on April 6, 2020, clarifying that registrants unable to incorporate Form 10-K Part III information by reference within the allotted 120-day window following the end of the filer’s fiscal year may use the 45-day relief granted by the SEC’s earlier COVID-19 Order (the Order) as long as the 120-day deadline falls within the relief period specified in the Order and the registrant meets the conditions of the Order. 

International events, such as Brexit and the 2007 global recession, often drive SEC disclosures by public companies, and the disease known as COVID-19 (the “Coronavirus”) is proving to be no exception. On March 4, the SEC advised all public companies to assess what the Coronavirus means for their future operations and financial results and to make appropriate disclosures to their shareholders and other members of the investment community.

As of February 14, 2020, COVID-19, also known as coronavirus, has infected over 64,000 people in at least 24 countries and caused 1,384 deaths, mostly in mainland China. In response, governments around the world have instituted quarantines, closed or restricted border crossings, and limited the ability of goods and people to move freely around the world.