Regulatory – CapitalXchange

Regulatory – CapitalXchange https://capx.cooley.com Legal insight for the capital markets Wed, 01 Jul 2026 13:22:47 +0000 en-US hourly 1 https://wordpress.org/?v=7.0 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 Make IPOs Great Again: Can Being Public Really Be This Simple? https://capx.cooley.com/2026/07/01/make-ipos-great-again-can-being-public-really-be-this-simple/ Wed, 01 Jul 2026 16:00:00 +0000 https://capx.cooley.com/?p=3595 In addition to the SEC’s recent rule proposals covered in this June 24, 2026 CapitalXchange blog, the SEC staff has made a number of procedural changes and interpretive updates since January 2025. The staff-level changes are consistent with – and in some cases served as a prelude to – the Commission-level rulemaking. All the activity is aimed at simplifying rules and easing administrative…

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Make IPOs Great Again: Your First Look at How the Rulemaking Pieces Fit Together https://capx.cooley.com/2026/06/24/make-ipos-great-again-your-first-look-at-how-the-rulemaking-pieces-fit-together/ Wed, 24 Jun 2026 16:30:00 +0000 https://capx.cooley.com/?p=3585 IPO activity is building across sectors, and the Securities and Exchange Commission is ready to meet the moment. Over the past month or so, the SEC has put forward a series of reforms – touching capital markets access, scaled disclosure accommodations, reporting cadence, climate disclosure and enforcement practice. This Commission-level activity builds on interpretive updates delivered at the…

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CapitalXchange Audio – How Proxy Season Is Changing https://capx.cooley.com/2026/05/20/capitalxchange-audio-how-proxy-season-is-changing/ Wed, 20 May 2026 16:00:00 +0000 https://capx.cooley.com/?p=3547 In this 16-minute CapitalXchange interview, Michael Mencher and Vince Flynn flagged regulatory and investor updates to watch in light of 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…

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CapitalXchange Audio – Whys and Hows of Annual Meetings of Shareholders https://capx.cooley.com/2026/05/14/capitalxchange-audio-whys-and-hows-of-annual-meetings-of-shareholders/ Thu, 14 May 2026 16:00:00 +0000 https://capx.cooley.com/?p=3544 For our latest CapitalXchange interview, I spoke with Michael Mencher and Vince Flynn about how newly public companies are navigating annual meetings of shareholders, based on 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…

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The SEC’s Semiannual Reporting Proposal: Key Takeaways for Companies https://capx.cooley.com/2026/05/13/the-secs-semiannual-reporting-proposal-key-takeaways-for-companies/ Wed, 13 May 2026 16:56:27 +0000 https://capx.cooley.com/?p=3568 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 https://capx.cooley.com/2026/05/06/nasdaq-raises-bar-for-spac-ipos-what-deal-teams-need-to-know/ Wed, 06 May 2026 16:29:04 +0000 https://capx.cooley.com/?p=3561 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 https://capx.cooley.com/2026/04/22/improving-public-company-disclosure-requirements-cooley-weighs-in/ Wed, 22 Apr 2026 17:19:51 +0000 https://capx.cooley.com/?p=3542 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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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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