Regulatory – CapitalXchange

Regulatory – CapitalXchange https://capx.cooley.com Legal insight for the capital markets Wed, 01 Apr 2026 15:45:01 +0000 en-US hourly 1 https://wordpress.org/?v=6.9.4 https://capx.cooley.com/wp-content/uploads/2025/08/cropped-pattern-wide-13-blue-32x32.png Regulatory – CapitalXchange https://capx.cooley.com 32 32 238415165 New Guide: Running a (Successful) Dual-Track Process https://capx.cooley.com/2026/04/01/new-guide-running-a-successful-dual-track-process/ Wed, 01 Apr 2026 16:00:00 +0000 https://capx.cooley.com/?p=3534 With Q1 under our belts, I am revisiting some of the predictions I shared in December from the Berkeley Fall Forum on Corporate Governance. At that time, people were hoping that 2026 would be a year of stability for the political and macroeconomic environment. It hasn’t quite played out that way, but current market uncertainties have bolstered the accuracy of another prediction, which is that dual…

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CapitalXchange Audio – Using Your Post-IPO Proxy Statement as a Communication Tool https://capx.cooley.com/2026/03/25/capitalxchange-audio-using-your-post-ipo-proxy-statement-as-a-communication-tool/ Wed, 25 Mar 2026 16:00:00 +0000 https://capx.cooley.com/?p=3504 For our latest CapitalXchange interview, I spoke with Michael Mencher and Vince Flynn about proxy disclosure trends noted in Cooley’s Post-IPO Governance Trends Report. We covered: Listen here: Show notes: The views expressed during interviews are the speakers’ personal views and do not necessarily reflect those of Cooley or any of the clients with which they are…

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Debrief: SEC’s 45th Annual Small Business Forum https://capx.cooley.com/2026/03/18/debrief-secs-45th-annual-small-business-forum/ Wed, 18 Mar 2026 16:00:00 +0000 https://capx.cooley.com/?p=3510 Last week, the SEC held one of its most anticipated annual events – the Small Business Forum – which serves as both a status check and brainstorming session for capital formation issues affecting emerging and newly public companies. The forum gives business leaders, practitioners, and other members of the public an opportunity to weigh in on capital-raising policy recommendations that will be…

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CapitalXchange Audio – What to Know as Your Institutional Investor Base Grows https://capx.cooley.com/2026/03/11/capitalxchange-audio-what-to-know-as-your-institutional-investor-base-grows/ Wed, 11 Mar 2026 16:00:00 +0000 https://capx.cooley.com/?p=3498 For our latest CapitalXchange interview, I spoke with Michael Mencher and Vince Flynn about investor issues gleaned from Cooley’s Post-IPO Governance Trends Report. We covered: Listen here: Show notes: The views expressed during interviews are the speakers’ personal views and do not necessarily reflect those of Cooley or any of the clients with which they are…

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CapitalXchange Audio – Post-IPO Changes to Governance Structures and Board Composition https://capx.cooley.com/2026/02/18/capitalxchange-audio-post-ipo-changes-to-governance-structures-and-board-composition/ Wed, 18 Feb 2026 20:45:08 +0000 https://capx.cooley.com/?p=3473 For our latest CapitalXchange interview, I spoke with Cooley lawyers Michael Mencher and Vince Flynn about Cooley’s Post-IPO Governance Trends Report. We covered: Listen here: Show notes: The views expressed during interviews are the speakers’ personal views and do not necessarily reflect those of Cooley or any of the clients with which they are associated.

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2026 Government Shutdown: What’s New, What’s Not https://capx.cooley.com/2026/02/02/2026-government-shutdown-whats-new-whats-not/ Mon, 02 Feb 2026 20:07:17 +0000 https://capx.cooley.com/?p=3461 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 https://capx.cooley.com/2026/01/29/urgent-pre-shutdown-accommodation-for-eligible-ipo-issuers/ Thu, 29 Jan 2026 21:17:37 +0000 https://capx.cooley.com/?p=3451 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? https://capx.cooley.com/2026/01/22/is-your-registration-statement-about-to-get-a-whole-lot-easier/ Thu, 22 Jan 2026 17:00:00 +0000 https://capx.cooley.com/?p=3438 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’ https://capx.cooley.com/2026/01/15/nasdaqs-life-changing-magic-of-tidying-up/ Thu, 15 Jan 2026 17:00:00 +0000 https://capx.cooley.com/?p=3429 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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Going Public? Know These Seven SEC Priorities for 2026 https://capx.cooley.com/2026/01/07/navigating-sec-priorities-in-the-new-year-seven-things-pre-public-and-newly-public-companies-should-know/ Wed, 07 Jan 2026 17:00:00 +0000 https://capx.cooley.com/?p=3388 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 30th – planning for potential delays and regulatory curveballs is more important than ever. Here are seven themes for companies at the pre…

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Artificial Intelligence: How the New Executive Order Affects Your Compliance and Disclosures https://capx.cooley.com/2025/12/16/artificial-intelligence-how-the-new-executive-order-affects-your-compliance-and-disclosures/ Tue, 16 Dec 2025 17:31:28 +0000 https://capx.cooley.com/?p=3384 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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The Incorporation Debate: What You Need to Know Now https://capx.cooley.com/2025/09/10/the-incorporation-debate-what-you-need-to-know-now/ Wed, 10 Sep 2025 15:30:00 +0000 https://capx.cooley.com/?p=3148 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 matters, highlights Nevada’s rise as one of the leading disruptors, and points out a common…

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Non-GAAP Financial Metrics and Disclosures: Regulation G and Item 10(e) of Regulation S-K https://capx.cooley.com/2025/04/22/non-gaap-financial-metrics-and-disclosures-regulation-g-and-item-10e-of-regulation-s-k/ Tue, 22 Apr 2025 18:30:00 +0000 https://capx.cooley.com/?p=3045 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. Common examples of non-GAAP financial measures include adjusted…

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What’s Going On With Trump’s Lockup Agreement? https://capx.cooley.com/2024/09/19/whats-going-on-with-trumps-lockup/ Thu, 19 Sep 2024 13:48:31 +0000 https://capx.cooley.com/?p=2921 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. Lockup agreements are a critical part of any initial public offering (IPO), including in connection with deSPAC mergers.

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HKEx Relaxes Listing Rules for Specialist Technology Companies and DeSPAC Transactions https://capx.cooley.com/2024/09/16/hkex-relaxes-listing-rules-for-specialist-technology-companies-and-despac-transactions/ Mon, 16 Sep 2024 16:38:27 +0000 https://capx.cooley.com/?p=2918 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 to August 31, 2027. Before the implementation period expires…

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Nasdaq Updates Listing Requirements https://capx.cooley.com/2024/09/11/nasdaq-updates-listing-requirements/ Wed, 11 Sep 2024 17:30:00 +0000 https://capx.cooley.com/?p=2884 Throughout 2024, Nasdaq has been revising the procedures for companies dealing with low stock prices, with a focus on cutting down on what they deem to be cheap, risky stocks trading on their exchange. Here is what you need to know. Proposal date: August 6, 2024 Status: The SEC approved this proposal in January 2025. TL;DR: A listed company failing to maintain a $1 bid…

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Update: Proposed Repeal of Section 16 Exemption for FPIs Dropped https://capx.cooley.com/2023/12/12/update-proposed-repeal-of-section-16-exemption-for-fpis-dropped/ Wed, 13 Dec 2023 02:00:00 +0000 https://capitalxchange.wpengine.com/?p=2718 Earlier this year, we wrote about a proposal buried within the Senate version of the National Defense Authorization Act for Fiscal Year 2024 that would effectively make insiders of foreign private issuers (FPIs) subject to both the reporting requirements and short-swing profit recovery provisions of Section 16 of the Securities Exchange Act. FPIs and their insiders can now breathe easy.

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US Senate Approves Repeal of Section 16 Exemption for Foreign Private Issuers https://capx.cooley.com/2023/09/27/us-senate-approves-repeal-of-section-16-exemption-for-foreign-private-issuers/ Wed, 27 Sep 2023 22:00:00 +0000 https://capitalxchange.wpengine.com/?p=2644 Key takeaways The National Defense Authorization Act (NDAA) typically is not the type of legislation one would expect to have major implications for the regulation of non-US companies listing their securities on US stock exchanges. However, buried within the Senate’s version of the National Defense Authorization Act for Fiscal Year 2024, which the Senate passed on July 27, 2023…

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T+2 goes to T+1 “”Is “œT+evening ” next? https://capx.cooley.com/2023/02/16/t2-goes-to-t1-is-tevening-next/ Thu, 16 Feb 2023 19:00:00 +0000 https://capitalxchange.wpengine.com/?p=2477 Yesterday, the SEC adopted a number of new rule amendments intended to reduce risks in the clearance and settlement processes. Most significantly for this audience, the changes will reduce the standard settlement cycle for most broker-dealer transactions in securities from T+2 to T+1, that is, from two business days after the trade date to one business day after. According to the press release…

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Interim Guidance on Stock Buyback Excise Tax Confirms Broad Application to M&A and Capital Market Transactions https://capx.cooley.com/2023/01/19/interim-guidance-on-stock-buyback-excise-tax-confirms-broad-application-to-ma-and-capital-market-transactions/ Thu, 19 Jan 2023 19:00:00 +0000 https://capitalxchange.wpengine.com/?p=2458 The Inflation Reduction Act imposes a 1% excise tax on certain repurchases of stock of publicly traded US corporations ( “œCovered Corporations “) effected after December 31, 2022 (the “œExcise Tax “).[1] On December 27, 2022, the Department of the Treasury ( “œTreasury “) and the IRS issued Notice 2023-2 (the “œNotice “), providing interim guidance on the Excise Tax.

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