Category: Regulatory

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 […]

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 […]

SEC Approves NYSE Amendment of Shareholder Approval Provisions

In December 2020, the NYSE proposed to relax the requirements for shareholder approval of related-party equity issuances and bring them into closer alignment with the comparable Nasdaq rules by amending Sections 312.03, 312.04 and 314.00 of the NYSE Listed Company Manual.  The amendments were intended to provide more flexibility to raise […]

Corp Fin Again Amends Guidance on Extensions of Confidential Treatment Orders

Corp Fin has once again amended Disclosure Guidance Topic No. 7, Confidential Treatment Applications Submitted Pursuant to Rules 406 and 24b-2, to modify—slightly—the alternatives available for companies with confidential treatment orders that are about to expire. The guidance was last amended in September 2020 (see this PubCo post), but apparently needed […]

After Climate, is Enhanced Diversity Disclosure Next?

It’s not just mandatory climate disclosure that’s on the agenda for Acting SEC Chair Allison Lee. Last week, as reported by Reuters, in remarks to a forum for securities industry professionals, she said that the SEC “should think more ‘creatively and broadly’ about tackling issues of race and gender diversity, […]

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 […]

Cooley Supports Petition to SEC for E-Signatures

Cooley, together with Wilson Sonsini Goodrich & Rosati and Fenwick & West, has submitted a petition to the SEC requesting a rule change to allow companies to use electronic signatures in their filings. Today, companies are required to sign many SEC filings, including registration statements filed in connection with IPOs, […]