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 27, 2025, the Securities and Exchange Commission hosted a roundtable discussion on artificial intelligence in the financial industry. Acting Chairman Mark T. Uyeda and Commissioners Hester M. Peirce and Caroline A. Crenshaw delivered remarks that highlighted the SEC’s efforts to assess AI’s evolving role in finance, including its benefits, risks, and regulatory implications.

On December 11, 2024, in Alliance for Fair Board Recruitment v. SEC, the Fifth Circuit Court of Appeals (the Court) held that the Securities and Exchange Commission (the SEC) did not have the authority to approve The Nasdaq Stock Exchange’s (Nasdaq) board diversity rule (the Rule).

The Securities and Exchange Commission (SEC) recently charged a public company with violations of Regulation Fair Disclosure (“Regulation FD”) stemming from social media posts by the company’s CEO. These charges are evidence of a trend toward increased Regulation FD enforcement by the SEC.

On February 5, 2024, Securities and Exchange Commission (SEC) Chief Accountant Paul Munter issued a statement calling for increased quality of public company audits. Munter’s statement follows findings from the Public Company Accounting Oversight Board (PCAOB) of increased deficiency rates in recent year-over-year inspections, and alludes to new and existing risks that “may put pressure on the operations and financial health of companies and render financial reporting and auditing more challenging.”

On December 19, 2023, the Fifth Circuit vacated the Securities and Exchange Commission’s (SEC) new share repurchase disclosure rule discussed in our prior blog posts available here and here.

On November 22, 2023, the Securities and Exchange Commission (SEC) announced an order postponing the effective date of the Share Repurchase Disclosure Modernization rule indefinitely, pending further SEC action.

On October 31, 2023, the Fifth Circuit Court of Appeals held that the Securities and Exchange Commission (SEC) acted arbitrarily and capriciously, in violation of the Administrative Procedures Act (APA), when it failed to respond to petitioners’ comments and failed to conduct a proper cost-benefit analysis in connection with the adoption of rules requiring issuers to disclose share repurchase activity and the reasoning as to why the issuer repurchased its own shares.