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First Response Letter Under SEC’s Updated Rule 14a-8 Guidance Marks a New Chapter

As we previously posted, on November 17, 2025, the SEC’s Division of Corporation Finance announced a significant change in how it will engage with shareholder proposal exclusions. Just two days later, on November 19, 2025, the Staff issued what appears to be the first public response letter under its revised…

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Revised C&DI Permits Filing and Declaring Effective Non-Automatically Effective Forms S-3 Prior to Filing Part III Information

On March 20, 2025, the staff of the SEC’s Division of Corporation Finance issued revised Securities Act Forms C&DI Question 114.05 indicating that non-automatically effective registration statements on Form S-3 may now be filed and declared effective after an issuer has filed its Form 10-K but prior to filing its…

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Disclosure Considerations: Nasdaq Board Diversity Matrix

On December 11, 2024, the United States Court of Appeals for the Fifth Circuit vacated the Securities and Exchange Commission’s order related to the rule that required companies listed on Nasdaq to include a board diversity matrix in their proxy filing or on their website. Despite the Nasdaq board diversity matrix…

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SEC Announces Creation of Cyber and Emerging Technologies Unit

On February 20, 2025, the SEC announced the creation of the Cyber and Emerging Technologies Unit (CETU) “to focus on combatting cyber-related misconduct and to protect retail investors from bad actors in the emerging technologies space.” The CETU’s focus on protecting retail investors harkens back to similar SEC initiatives under former…

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New Nasdaq and NYSE Delisting Rules Restrict Use of Reverse Stock Splits

In January 2025, the Securities and Exchange Commission (SEC) approved rules proposed by the New York Stock Exchange and Nasdaq that permit the exchanges to accelerate the delisting process for companies that fail to maintain a $1 minimum share price. The SEC approvals follow a record 495 reverse splits enacted…

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