Category: Regulatory

SEC proposes new rules on climate disclosure [UPDATED—PART II—GHG emissions]

[This post is Part II of a revision and update of my earlier post that primarily reflects the contents of the proposing release. Part I (here) covered the background of the proposal and described the SEC’s proposed climate disclosure framework, including disclosure of climate-related risks, governance, risk management, targets and goals, financial […]

SEC (finally) proposes new rules on climate disclosure [UPDATED—PART I]

[This post is Part I of a revision and update of my earlier post primarily reflecting the contents of the proposing release. This post covers background and describes various aspects of the proposal other than the sections on GHG emissions disclosure and attestation, which will be covered in a separate post early […]

SEC (finally) proposes new rules on climate disclosure

“Highly anticipated” is surely an understatement for the hyperventilation that has accompanied the wait for the SEC’s new proposal on climate disclosure regulation. The proposed rulemaking has been a subject of conjecture for many months, and internal squabbles about where the proposal should land have leaked to the press. (See this […]

9th Circuit Decides Section 11 Standing in a Direct Listing

When the SEC was considering the NYSE’s proposal to permit direct listings of primary offerings, one of the frequently raised problems related to the potential “vulnerability” of “shareholder legal rights under Section 11 of the Securities Act.” Section 11 provides standing to sue for misstatements in a registration statement to any person […]

Are SPACs Really “Investment Companies”?

Not according to 49 major law firms! Earlier this month, a shareholder of Pershing Square Tontine Holdings, Ltd., filed derivative litigation against the company’s board, its sponsor and other related companies, contending that the company, a SPAC organized by a billionaire hedge-fund investor, is really an investment company that should […]

SEC Decreases Fee Rates for Fiscal 2022, Which Begins October 1, 2021

Today, the SEC announced that it was reducing the fees it charges issuers to register their securities. In fiscal 2022, the fee rates for registration of securities and certain other transactions will be $92.70 per million dollars, down from $109.10 per million dollars last year. These rates are set each year to […]

Is There a Resurgence in the Use of Non-GAAP Financial Measures?

In 2016 and early 2017, the SEC made a big push—through a series of staff oral admonitions and written guidance, as well as an enforcement action—to require issuers to be more transparent and more consistent in the use of non-GAAP financial measures and to avoid altogether non-GAAP measures that were […]

SEC to Scrutinize Company Accounting for Impact of Climate

In February, then-Acting SEC Chair Allison Lee directed the staff of Corp Fin, in connection with the disclosure review process, to “enhance its focus on climate-related disclosure in public company filings,” starting with the extent to which public companies address the topics identified in the interpretive guidance the staff issued regarding climate […]

Is the SEC considering guidance on SPAC projections?

Reuters is reporting—exclusively—that the SEC is contemplating issuing more guidance that would “rein in growth projections” made by listed SPACs and clarify when the PSLRA would be available to protect SPAC projections, “according to three people with knowledge of the discussions.”  According to Reuters, the SEC guidance “would escalate its crackdown on the […]

UK FCA Updates on COVID-19 Issues for Listed Companies

On May 27, 2020, the Financial Conduct Authority in the UK published a newsletter outlining its continuing expectations of issuers in the UK on market conduct and transaction reporting issues. The FCA also published a Primary Market Bulletin setting out updates for issuers on temporary relief for the timing of […]