News – CapitalXchange

The SEC’s Semiannual Reporting Proposal: Key Takeaways for Companies

Cooley — Wed, 13 May 2026 16:56:27 +0000

The SEC has issued its long-awaited proposal to permit semiannual reporting for US public companies. In this Cooley alert, we share a summary of how the rules would work if adopted as proposed. We also flag open questions that the SEC’s final release may address and issues for companies to consider if semiannual reporting becomes an option. Here are the key takeaways: The proposal would…

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Nasdaq Raises Bar for SPAC IPOs: What Deal Teams Need to Know

Cooley — Wed, 06 May 2026 16:29:04 +0000

Even as the SEC works to ease disclosure requirements for public companies in an effort to “Make IPOs Great Again” – for example, through yesterday’s proposal to permit semi-annual (rather than quarterly) reporting, which my colleague Broc Romanek summarized in Cooley’s Governance Beat blog and which we will discuss in more detail soon – a thriving public market depends on more than deregulation…

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Improving Public Company Disclosure Requirements: Cooley Weighs In

Cooley — Wed, 22 Apr 2026 17:19:51 +0000

The SEC is rethinking multiple aspects of its rule book – in ways that could meaningfully improve IPOs and the public company experience. As part of this effort, Cooley recently submitted a detailed comment letter to the Commission urging a comprehensive recalibration of disclosure requirements. With nearly 1,400 lawyers in 19 global offices, Cooley has advised companies and underwriters on…

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2026 Government Shutdown: What’s New, What’s Not

Cooley — Mon, 02 Feb 2026 20:07:17 +0000

On Saturday, January 31, funding lapsed for many government agencies – including the Securities and Exchange Commission. Unlike the government shutdown we experienced last fall, many folks expect the current shutdown to be short-lived – possibly ending this week. However, for companies trying to get to market, each day matters. To help keep things moving, the staff of the SEC’s Division of…

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Urgent: Pre-Shutdown Accommodation for Eligible IPO Issuers

Cooley — Thu, 29 Jan 2026 21:17:37 +0000

Our Cooley teams are working with clients to plan ahead for the looming government shutdown. For companies on the verge of the IPO, the staff has informally shared an important pre-shutdown accommodation that we didn’t have during the last go-round. The staff of the Division of Corporation Finance will be willing to accelerate effectiveness for IPO issuers that have cleared comments and…

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Is Your Registration Statement About to Get a Whole Lot Easier?

Cooley — Thu, 22 Jan 2026 17:00:00 +0000

Last week, SEC Chair Paul Atkins announced that the staff would be taking a comprehensive look at Regulation S-K, which drives most of the line item disclosure requirements that apply to public companies and companies looking to go public. To give you a sense of what a big deal this overhaul initiative could be, here are some of the disclosures currently governed by Regulation S-K: There…

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Nasdaq’s ‘Life-Changing Magic of Tidying Up’

Cooley — Thu, 15 Jan 2026 17:00:00 +0000

I don’t know about you, but the transition from one year to the next always feels like a good time to declutter. I’ve spent the past few weeks doing that, and now I’m focusing on not accumulating junk in the first place. As it turns out, the stock market also has what some might call a “junk drawer,” and like me, Nasdaq and the SEC are looking to tidy up. If you’re planning an IPO…

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California’s Proposed ‘Billionaire Tax’: Nine Things to Know

Cooley — Wed, 14 Jan 2026 23:05:46 +0000

A proposed California ballot initiative – “The 2026 Billionaire Tax Act” (also known as Initiative 25-0024) – has been getting a lot of attention, and it could have implications for business valuations, capital structures and other decisions in the coming year. Here are nine things to know: As written, the proposal raises a lot of interpretive (and other) questions. We’ll be continuing…

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Artificial Intelligence: How the New Executive Order Affects Your Compliance and Disclosures

anguyencooley — Tue, 16 Dec 2025 17:31:28 +0000

On December 11, 2025, President Donald Trump signed an executive order (EO) seeking to limit states’ regulation of artificial intelligence (AI) and instead establish “a minimally burdensome national policy framework for AI.” Cooley’s alert summarizes the EO and explains what it could mean for corporate compliance programs. Here’s an excerpt: Prepare for upheaval as states and the federal…

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Navigating the Government Shutdown: SEC Operations and Your Offering (Live Updates)

Cooley — Thu, 13 Nov 2025 18:08:00 +0000

By Liz Dunshee The 43-day government shutdown is (finally) over, with an appropriations bill signed into law late on Wednesday, November 12th, and the SEC Staff promptly returning to work on Thursday, November 13th. Right away, the Division of Corporation Finance issued 9 FAQs to say the staff is working “expeditiously” to clear its backlog (citing over 900 registration statements…

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Nasdaq Revisits Listing Requirements (Again): Proposing Stricter Criteria for New and Continued Listings

Cooley — Wed, 15 Oct 2025 16:05:00 +0000

As I mentioned in Part 1 of this blog, recent proposals and commentary from Nasdaq show that the exchange is focused on encouraging capital formation. That post addressed Nasdaq’s efforts to modernize market infrastructure and make it easier to be a public company. This post discusses proposals aimed at market quality. If approved, these amendments will require China-based companies to meet…

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Nasdaq Revisits Listing Requirements (Again): Proposing Simpler Paths to Going and Staying Public

Cooley — Wed, 08 Oct 2025 17:04:06 +0000

A series of recent Nasdaq proposals make it more important than ever for smaller companies to closely monitor compliance. At the same time, they show that Nasdaq wants to send a market signal about the quality of its listed companies and encourage capital formation. The recent updates build on several 2024 amendments that we summarized in this September 2024 post and this March 2025 post.

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