Capital Markets & Securities Law Watch
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July 3, 2025
|1 min read
SEC Updates C&DIs on Environmental Disclosures Under Item 103 of Regulation S-K
Compliance and Disclosure Interpretations (C&DIs) related to the disclosure of environmental proceedings under Item 103 of Regulation S-K. These changes
updated Questions 105.01 and 105.03 pursuant to the August 2020 modernization of Items 101, 103, and 105. The Division also withdrew its pre...Read more
June 2, 2025
|4 min read
New SEC Guidance: Asset-Backed Securities
securitizations. These C&DIs were issued following a no-action letter issued to the Securities Industry and Financial Markets Association that clarified certain
ambiguities related to Rule 192 under the Securities Act of 1933, the securitization conflicts-of-interest rule.
May 6, 2025
|6 min read
New SEC Guidance: Clawback Checkbox Compliance and De-SPAC Disclosures
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 st...Read more
April 3, 2025
|2 min read
SEC Staff Issues New Guidance Making Capital Raising Easier for Non-WKSI Form S-3 Issuers
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 require...Read more
February 24, 2025
|4 min read
SEC Issues New Guidance on Eligibility to File Schedule 13Gs
and new Compliance and Disclosure Interpretations (C&DIs) related to Schedules 13D and 13G under the Securities Exchange Act of 1934 (the Exchange Act).
April 7, 2020
|1 min read
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 con...Read more
April 2, 2020
|2 min read
New CD&Is Clarify the SEC COVID-19 Relief Order’s Effect on Form 12b-25 Notification of Late Filings
2020 (the COVID-19 Order), which granted conditional relief to companies affected by coronavirus, interfaces with the standard Form 12b-25 notice for late
filings.