Category: Regulatory
2026 Government Shutdown: What’s New, What’s Not
By Liz Dunshee 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, […]
Urgent: Pre-Shutdown Accommodation for Eligible IPO Issuers
By Liz Dunshee and Reid Hooper 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 […]
Is Your Registration Statement About to Get a Whole Lot Easier?
By Liz Dunshee 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 […]
Nasdaq’s ‘Life-Changing Magic of Tidying Up’
By Liz Dunshee 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 […]
Going Public? Know These Seven SEC Priorities for 2026
By Liz Dunshee, Reid Hooper and Tejal Shah As companies gear up for 2026, what happens at the SEC could smooth the path for public capital raising efforts. However, with “lessons learned” from the government-wide shutdown still fresh in our memories – and becoming relevant again as soon as January […]
Artificial Intelligence: How the New Executive Order Affects Your Compliance and Disclosures
By Liz Dunshee 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. […]
The Incorporation Debate: What You Need to Know Now
By Liz Dunshee For decades, Delaware has been the default choice for incorporation – either at formation or in anticipation of an initial public offering (IPO). As we noted in this June 2025 CapitalXchange article, recent developments have made the decision more complex. Today’s blog recaps why the incorporation decision […]
Non-GAAP Financial Metrics and Disclosures: Regulation G and Item 10(e) of Regulation S-K
Non-GAAP financial measures are financial metrics that are not based on standard accounting principles but are presented by a company to provide additional insight into its performance. These measures often exclude certain items or adjust the reported numbers to better reflect the company’s underlying business performance.
What’s Going On With Trump’s Lockup Agreement?
The impending expiration of the lockup agreement in the context of Trump Media & Technology Group Corp. (Nasdaq: DJT) raises some fascinating legal issues, as well as a once-in-a-lifetime case study on the market implications of post-lockup stock sales.
HKEx Relaxes Listing Rules for Specialist Technology Companies and DeSPAC Transactions
On August 23, 2024, the Securities and Futures Commission of Hong Kong and the Stock Exchange of Hong Kong Limited (HKEx) jointly announced temporary modifications to HKEx’s Listing Rules and guidance materials with respect to: The temporary modifications apply for a period of three years – from September 1, 2024 […]