On April 21, 2025, the SEC’s Office of the Whistleblower announced a joint award of approximately $6 million. You can read more in this Press Release. You can find background about the whistleblower process along with the program’s 2024
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Paul S. Atkins Sworn in as Chairman
On April 21, 2025, Paul S. Atkins was sworn in as the next Chairman of the SEC. You can read his remarks and about his background in this Press Release.
You can also read Acting Chair Mark T. Uyeda’s…
CorpFin Issues C&DIs Addressing the Form 10-K Cover Page Restatement Check Boxes
Since the two clawback related check boxes were added to the Form 10-K cover page, there has been a fair amount of confusion concerning when companies should check the boxes. The wording for the check boxes involves interpreting phrases such…
SEC Ends Defense of Climate-Related Disclosure Rules
Following a February 11, 2025, Statement announcing that Acting Chairman Uyeda had directed the SEC staff to request that the Eighth Circuit not schedule arguments for the consolidated litigation challenging the SEC’s climate-related disclosure rules, on March 27, 2025, the…
CorpFin Updates More C&DIs
On March 20, 2025, CorpFin announced a number of C&DI updates. Several of the updates address registration issues, including the timing of filing a registration statement after a year end has passed but the related Form 10-K or Form 10-K…
Acting Chair Uyeda Addresses the Role of the Commission
On February 21, 2025, Acting Chair Mark T. Uyeda delivered the R. Franklin Balotti Keynote Address at the Florida Bar’s 41st Annual Federal Securities Institute and M&A Conference. In his address Acting Chair Uyeda focused on “the Commission’s role in…
CorpFin Issues C&DIs Addressing Tender Offers and Lock-Up Arrangements
On March 6, 2025, CorpFin updated two C&DIs addressing lock-up agreements in Rule 145(a) transactions (i.e., business combinations) and provided five new C&DIs related to tender offers. You can find a list of the new and updated C&DIs here.
As always,…
CorpFin Expands Confidential Review Process for Draft Registration Statements
As a step to facilitate capital formation, on March 3, 2025, the SEC announced that the Division of Corporation Finance will expand its confidential review process for draft registration statements. The confidential review process was established as part of the…
A Proxy Reminder – Enforcement Focus on Perks Disclosure Continues!
As companies prepare for their next proxy statement, the SEC Enforcement Division has sent a reminder to focus carefully on perks disclosures. In the latest of its on-going series of perks related enforcement actions, on December 17, 2024, Express, Inc…
SEC Updates Shareholder Proposal Guidance
On February 12, 2025, the SEC issued Staff Legal Bulletin 14M, addressing several matters related to the shareholder proposal process. Staff Legal Bulletin 14M rescinds SLB 14L and addresses the scope and application of certain parts of Rule 14a-8,…