On May 19, the Securities and Exchange Commission (SEC) proposed a sweeping set of reforms designed to modernize and simplify the framework governing registered securities offerings by public companies. The proposal, if adopted, would represent one of the most significant
Securities Law Exchange
The Securities Law Exchange blog, published by Bass, Berry & Sims PLC, offers commentary and practical insights on updates from the U.S. Securities and Exchange Commission (SEC) relevant to publicly traded companies. It covers topics such as SEC regulatory changes, compliance requirements, insider trading rules including Rule 10b5-1 plans, climate-related financial disclosure obligations, stock exchange listing considerations, and confidential registration statement review processes. The blog addresses legal developments affecting securities offerings, corporate governance, and disclosure obligations, providing guidance on navigating complex securities laws and regulatory enforcement trends.
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Simplifying the Public Company Framework: Understanding the SEC’s Filer Status Reform Proposal
The SEC’s proposal would consolidate the existing filer status categories by eliminating the accelerated filer and SRC designations and creating a streamlined framework consisting of large accelerated filers, non-accelerated filers, a sub-category of small non-accelerated filers and EGCs. Under the…
Flexibility in Reporting Frequency: Understanding the SEC’s Semiannual Reporting Proposal
The Securities and Exchange Commission (SEC) proposed rule and form amendments under the Securities Exchange Act of 1934, as amended (Exchange Act), that would allow public companies to elect to file semiannual reports on a new Form 10-S in lieu…
California Update: Implementation of SB 261 Paused Pending Appeal
On Tuesday, November 18, the U.S. Court of Appeals for the Ninth Circuit paused implementation of California’s Senate Bill 261, the Climate-related Financial Risk Act (SB 261), pending appeal. …
Listing Decision: The New York Stock Exchange vs. the Nasdaq Stock Market
When going through an initial public offering (IPO) process, a company must make the important decision of choosing the securities exchange on which to list its shares. For most U.S.-based companies undertaking an IPO, this choice is between the New…
(Insider) Trading under a Rule 10b5-1 Plan
In June 2025, Terren Scott Peizer, the former chief executive officer, executive chairman and chairman of the board of directors of Ontrak, Inc. (Ontrak), was sentenced to 42 months imprisonment, ordered to pay a $5.25 million fine, and required to…
SEC Withdraws Defense of Climate Disclosure Rules
As a follow-up to our blog post in February about the Securities and Exchange Commission’s (SEC) pause in defending its Climate Disclosure Rules, on March 27, the SEC notified the U.S. Court of Appeals for the Eighth Circuit that it…
SEC Expands Accommodations for its Confidential Registration Statement Review Process, Increasing Flexibility for Issuers
On March 3, the United States Securities and Exchange Commission (SEC) issued guidance expanding its policies related to its confidential Draft Registration Statement (DRS) review process to all registration statements made under the Securities Act of 1933, as amended (Securities…
Best Practices for AI Disclosures in SEC Filings: Ensuring Transparency and Consistency
The rapid evolution of artificial intelligence (AI) is prompting an increase in AI-related disclosures in public companies’ SEC filings, a trend that is expected to continue.…
No Action Relief Alert: Issuance of SLB 14M and Rescission of SLB 14L
On February 12, the Staff (Staff) at the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14M (SLB 14M). Among other matters, SLB 14M rescinds Staff Legal Bulletin No. 14L (SLB 14L) and reinstates earlier guidance on the…