As a reminder, public companies with fiscal years ended September 30, 2024 must now disclose whether the company has adopted insider trading policies and procedures that apply to transactions involving the company’s securities by its directors, officers and employees or the company itself in their upcoming annual reports on Form…
As a reminder, the SEC will be closed, and the EDGAR system will not accept filings, on Monday, October 14. U.S. stock exchanges will be open for trading on Monday. The SEC’s EDGAR Calendar continues to identify the holiday taking place on Monday as “Columbus Day,” but in recent years…
On October 7, 2024, the SEC issued an order approving a Nasdaq-proposed change to Listing Rule 5810(c)(3) relating to the exchange’s minimum bid price requirement, reverse stock splits and attempts to regain minimum bid price compliance which trigger non-compliance with another listing requirement. Under Nasdaq Rule 5550(a)(2), Nasdaq-listed companies are…
In December 2020, the SEC adopted rules under the Dodd-Frank Act requiring that resource extraction issuers report payments made to foreign governments and the U.S. Federal government for the purpose of commercial development of oil, natural gas and minerals. These disclosures must be filed on Form SD. The SEC established…
The SEC has been focused on cybersecurity over the course of this summer, as evidenced by recent guidance from the SEC Staff and ongoing enforcement matters. The top five most significant developments include: In May, Erik Gerding, Director of the SEC’s Division of Corporation Finance, released a statement addressing the…
As we enter the heart of Form 10-Q review season for calendar year-end companies and look ahead to Form 10-K review season early next year, a recent decision in a securities fraud class action suit reinforces the need to carefully review litigation disclosure in annual and quarterly reports and registration…
Registrants may have disclosure obligations under the federal securities laws related to the direct or indirect impact of Israel’s declaration of war on Hamas, a U.S. designated Foreign Terrorist Organization, and current armed conflict in Israel and the Gaza Strip (the “War”). Companies that have direct or indirect business operations,…
An emerging growth company (EGC) is a type of issuer that can follow relaxed disclosure and gun-jumping regulations when it files with the SEC to go public. This status was created by the JOBS Act of 2012 to help smaller companies access public markets. To qualify as an EGC, a…
On October 26, 2022, the U.S. Securities and Exchange Commission (the “SEC”) adopted regulations implementing Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”), which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd Frank”). The SEC originally proposed these rules…
On September 7, 2023, the staff of the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC” or “Commission”) published a sample comment letter (known as a “Dear Issuer” letter) to companies regarding their eXtensible Business Reporting Language (XBRL, which for purposes of this Update…