Effective October 1, 2026, the Securities and Exchange Commission (SEC) is lowering the fee rate for public companies and other issuers who register their securities. The new fee will drop from $138.10 to $87.00 per million dollars registered.For example, an
Governance & Compliance Insider
Governance & Compliance Insider, published by Dorsey & Whitney LLP, focuses on regulatory developments and compliance issues related to securities law and corporate governance. The blog covers topics such as amendments to SEC rules and policies, disclosure and registration requirements for public companies, special purpose acquisition companies (SPACs), insider trading regulations, and reporting obligations for significant shareholders. It also addresses compliance with stock exchange listing standards, including clawback policies and economic projections. The content is aimed at legal professionals and corporate entities navigating securities regulation and governance frameworks.
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SEC Announces Reduction in Securities Registration Fees for Public Companies
By Mark Tan
Effective October 1, 2025, the Securities and Exchange Commission (SEC) is lowering the fee rate for public companies and other issuers who register their securities. The new fee will drop from $153.10 to $138.10 per million dollars registered. This change…
The SEC Amends Policy on Economic Projections, and Issues Final Rules and Additional Guidance for SPACs and Shell Companies
As discussed in more detail in our eUpdate published today, the SEC on January 24, 2024 adopted final rules amending the disclosure and registration requirements applicable to special purpose acquisition companies (SPACs) and shell companies that register or file reports…
SEC Amends Schedule 13D/G Requirements
On October 10, 2023, the Securities and Exchange Commission approved amendments to the Regulation 13D-G reporting regime for persons who beneficially own more than 5% of a class of securities (“5% Owners”) that is registered under Section 12 of the…
SEC’s Prescribed Clawback Policy – Effective Date Postponed and Approved by SEC!
By Cam C. Hoang
NYSE, NYSE American and Nasdaq have postponed the effective date of the proposed clawback listing standards, so they would take effect on October 2, 2023, and issuers would be required to adopt compliant clawback policies by December 1, 2023. Furthermore,…
SEC Amends Insider Trading Safe Harbor and Requires New Disclosures to Address Insider Trading Risks
On December 14, 2022, the SEC adopted final rules amending Rule 10b5-1, the safe harbor that allows directors, executive officers and others, including issuers, to engage in securities transactions while in possession of material non-public information, by entering into a…
Inflation Reduction Act: New Excise Tax Discourages Stock Repurchase Transactions
On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022, HR 5376 (the “Act”), into law. Among other significant changes, the Act includes a new 1% excise tax on stock repurchase transactions by certain publicly traded corporations…
SEC Requires Electronic Submission of “Glossy” Annual Reports
By Cam C. Hoang
On June 3, 2022, the Securities and Exchange Commission mandated the electronic filing or submission of certain documents that reporting companies currently may provide as paper filings, by adopting amendments to Regulation S-T. Electronic Submission of “Glossy” Annual Reports “Glossy”…
Universal Proxy Card Requirement
By Cam C. Hoang
As expected, the SEC has adopted final rules requiring the use of universal proxy cards in shareholder meetings involving non-exempt contested director elections held after August 31, 2022. In addition, certain amendments will impact proxy disclosure for all director elections, contested or…
Governance and Disclosure Considerations from the SEC’s Climate Change Comment Letters
The SEC’s Division of Corporation Finance has issued a sample comment letter, and sent actual comment letters to a series of public companies, asking for additional Form 10-K disclosure on topics addressed in the SEC’s 2010 Guidance Regarding Disclosure Related to Climate…