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Capital Markets & Securities Law Watch

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7 results

July 3, 2025

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1 min read

SEC Updates C&DIs on Environmental Disclosures Under Item 103 of Regulation S-K

On June 30, 2025, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance (the Division) revised two and eliminated one of its
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
...Read more

June 2, 2025

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4 min read

New SEC Guidance: Asset-Backed Securities

On May 16, 2025, the SEC’s Division of Corporation Finance issued new and revised Compliance and Disclosure Interpretations (C&DIs) regarding public utility
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.
...Read more

May 6, 2025

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6 min read

New SEC Guidance: Clawback Checkbox Compliance and De-SPAC Disclosures

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 st...Read more
...Read more

April 3, 2025

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2 min read

SEC Staff Issues New Guidance Making Capital Raising Easier for Non-WKSI Form S-3 Issuers

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 require...Read more
...Read more

February 24, 2025

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4 min read

SEC Issues New Guidance on Eligibility to File Schedule 13Gs

On February 11, 2025, the staff (the Staff) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the SEC) issued updated
and new Compliance and Disclosure Interpretations (C&DIs) related to Schedules 13D and 13G under the Securities Exchange Act of 1934 (the Exchange Act).
...Read more

April 7, 2020

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1 min read

Public Companies May Take Advantage of the 45-Day COVID-19 Extension Relief for Part III of Form 10-K

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 con...Read more
...Read more

April 2, 2020

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2 min read

New CD&Is Clarify the SEC COVID-19 Relief Order’s Effect on Form 12b-25 Notification of Late Filings

On March 31, 2020, the SEC released two new compliance and disclosure interpretations (CD&Is) clarifying how the SEC’s COVID-19 order, issued March 4,
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.
...Read more

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Winston’s Capital Markets & Securities Law Watch features insights on recent regulatory, stock exchange, governance, and other developments in the capital markets and public company arena.

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