Securities Regulation and Corporate Governance Monitor

Capital Markets

Updated Guidance Regarding IPOs During the Shutdown

| Posted by Andrew L. Fabens; Hillary H. Holmes; Brian J. Lane; Stewart McDowell; Atma Kabad Topic(s): Capital Markets; IPOs

On October 9, 2025, the Securities and Exchange Commission (the “SEC”) Division of Corporation Finance updated Q&As addressing the implications of the government shutdown to help facilitate IPOs that companies seek to price during the government shutdown.

Companies Can Launch IPO with Price Range

Rule 430A allows companies to omit pricing and price-dependent information from the form of prospectus filed as part of a registration statement that is “declared effective” by the SEC. The updated Q&As provide that companies seeking to conduct an IPO during the government shutdown may continue to rely on Rule 430A, providing flexibility to launch and price IPOs during the shutdown period.

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Initial Impacts of the Government Shutdown on SEC Operations

| Posted by Mellissa Campbell Duru; Thomas J. Kim; Elizabeth A. Ising; Andrew L. Fabens Topic(s): Capital Markets; IPOs; Proxy Statements and Annual Meetings; Registered Securities Offerings; Registration Statements; Securities Regulation; Shareholder Proposals; Underwriters and Agents

Division of Corporation Finance Statements on the Government Shutdown

A partial shutdown of the federal government is on track to occur at 12:01 a.m. ET on Wednesday, October 1, 2025, if Congress is unable to reach agreement on legislation funding the government. The Securities and Exchange Commission (the “SEC”) Division of Corporation Finance (the “Division”) announced today that, after 5:30 p.m. EST, “the Division of Corporation Finance and the Division of Investment Management will not be in a position to act upon any … requests [for effectiveness] until the SEC receives appropriations to fund its operations.” The Division advised that commencing October 1, a limited number of staff would be available to answer questions relating to fee calculations and emergency filing relief and it directed filers needing assistance with such matters to submit a request and contact information to CFEmergency@sec.gov.

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SEC Launches Capital Markets Statistics and Data Visualization Webpage

| Posted by Gibson, Dunn & Crutcher LLP Topic(s): Capital Markets; Disclosure; Financial Statements; IPOs; Private Placements; Registered Securities Offerings; Securities Regulation

As described more fully in this press release, today the Securities and Exchange Commission announced a new statistics and data visualization webpage that includes statistics and graphics on key elements of the capital markets, such as initial public offerings, exempt offerings, corporate bond offerings, reporting issuers, municipal advisors, transfer agents, and household participation in the capital markets.

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SEC Announces New Leadership Changes

| Posted by Brian J. Lane; James J. Moloney Topic(s): Capital Markets; Corporate Governance; Securities Regulation

Earlier today, the Commission issued a small wave of press releases announcing several new hires at the SEC.  Thus initiating the process of filling several key vacancies, including:

We expect more announcements to follow, including a new Director of the Division of Corporation Finance.  Stay tuned!

Additional Helpful Updates to SEC’s S-3 Registration and Foreign Private Issuer C&DIs

| Posted by Hillary H. Holmes; Andrew L. Fabens; Peter Wardle Topic(s): Capital Markets; Corporate Governance; Disclosure; Securities Regulation

On March 20, 2025, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission announced that it has updated certain Compliance and Disclosure Interpretations (“C&DIs”) related to Securities Act forms, Exchange Act forms, Regulation S-K and Securities Act Rules.

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Things To Do This Week: Validate EDGAR Codes

| Posted by Michael A. Titera; Mellissa Campbell Duru; Julia Lapitskaya; Ronald O. Mueller; Lori Zyskowski Topic(s): Capital Markets; Corporate Governance; Disclosure; Securities Regulation

Those lucky individuals who are responsible for EDGAR codes (for companies and Section 16 filers) are strongly encouraged to confirm this week that those EDGAR codes, specifically the CCCs (CIK Confirmation Codes) and Passphrases, are both (1) valid AND (2) current. EDGAR codes are valid if they are correct and are current if they have been established or reset since September 2019. Valid and current CCCs and Passphrases will be required to enroll in EDGAR Next via the EDGAR Next dashboard, and after Friday, March 21, the process for obtaining valid and current codes will be more tedious.

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SEC Expands Accommodations for Draft Registration Statements

| Posted by Andrew L. Fabens; Hillary H. Holmes; Peter Wardle; Harrison Tucker Topic(s): Capital Markets; Disclosure; IPOs; Registered Securities Offerings; Registration Statements; Securities Regulation

On March 3, 2025, the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) announced that it is further expanding existing accommodations to allow more companies to confidentially submit draft registration statements for nonpublic review.  These accommodations provide more flexibility for certain companies to initiate registration of their securities, spin-offs, and other offering processes without making the process initially public.

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Early Insights from the Insider Trading Policies Filed by S&P 500 Companies under the SEC’s New Exhibit Requirement

| Posted by Aaron K. Briggs; Thomas J. Kim; Brian J. Lane; Julia Lapitskaya; James J. Moloney; Ronald O. Mueller; Michael A. Titera; Lori Zyskowski Topic(s): Audit Committee; Capital Markets; Corporate Governance; Disclosure; Securities Regulation

​​I.  Introduction

For fiscal years beginning on or after April 1, 2023, domestic public companies are required to disclose whether they have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of their securities by their directors, officers and employees, or the companies themselves, and if so to file those policies and procedures as an exhibit to their annual reports on Form 10-K.[1] While calendar year companies must comply with these requirements in their Form 10-K for, or proxy statement following, the fiscal year ending December 31, 2024, 49 S&P 500 companies had addressed these requirements in filings as of June 30, 2024.[2]   

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Reminder: Securities Settlement Cycle Transitions to T+1 on May 28, 2024

| Posted by Harrison Tucker; Hillary H. Holmes; Andrew L. Fabens Topic(s): Capital Markets; IPOs; Registered Securities Offerings; Registration Statements; Securities Regulation; Underwriters and Agents

​​As previously reported on our Securities Regulation and Corporate Governance Monitor (available here and here), on May 28, 2024, the standard settlement cycle for most broker-dealer transactions will be shortened from “T+2″ to “T+1,” subject to certain exceptions.  The SEC approved this change in its rule amendments to Rule 15c6-1(a) under the Exchange Act adopted on February 15, 2023.

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Fifth Circut Strikes Down SEC’s New Buyback Disclosure Rule

| Posted by James J. Moloney; Michael A. Titera; Ronald O. Mueller Topic(s): Capital Markets; Disclosure; Miscellaneous; Securities Regulation

​On December 19, 2023, the Fifth Circuit vacated the SEC’s Share Repurchase Disclosure Modernization rule (the “Repurchase Rule") in its entirety. The Repurchase Rule, discussed further in our Client Alert, would have required companies to disclose objectives or rationales and certain additional information for all share repurchases conducted during the quarter on Form 10-Q and Form 10-K and required quarterly disclosure regarding a company’s adoption or termination of any Rule 10b5-1 trading plans.

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