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IPOs

Preparing for a Potential Government Shutdown: Initial Impacts on SEC Operations

September 29, 2023 | Posted by Hillary H. Holmes; James J. Moloney; Ronald O. Mueller Topic(s): Capital Markets; Disclosure; IPOs; Proxy Statements and Annual Meetings; Registered Securities Offerings; Securities Regulation; Shareholder Proposals; Underwriters and Agents

A looming partial shutdown of the federal government is on track to occur at 12:01 a.m. ET on Sunday, October 1, 2023, if Congress is unable to reach agreement on legislation funding the government. The SEC Division of Corporation Finance (the “Division”) announced that in the event of a government shutdown, the SEC’s “activities will be extremely limited” and specifically, that it would not be able to accelerate the effectiveness of registration statements. The Division advised that, to the extent possible, registrants with pending registration or offering statements that have satisfied the requirements to request acceleration of the effective date should consider requesting effectiveness or qualification while the Division continues its normal operations.

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Updated Summary of Director Education Opportunities Now Available

July 10, 2023 | Posted by Hillary H. Holmes; Lori Zyskowski; Ronald O. Mueller; Elizabeth A. Ising Topic(s): Audit Committee; Corporate Governance; ESG; IPOs; Securities Regulation; Shareholder Proposals

​Gibson Dunn’s summary of director education opportunities has been updated as of July 2023. A copy is available at this link. Boards of Directors of public and private companies find this a useful resource as they look for high quality education opportunities.  

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Updated Summary of Director Education Opportunities Available

April 11, 2023 | Posted by Hillary H. Holmes; Lori Zyskowski; Ronald O. Mueller; Elizabeth A. Ising Topic(s): Audit Committee; Corporate Governance; ESG; IPOs

Gibson Dunn’s summary of director education opportunities has been updated as of April 2023. A copy is available at this link. Boards of Directors of public companies find this a useful resource as they look for high quality education opportunities.  

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Updated Summary of Director Education Opportunities Available

January 5, 2023 | Posted by Hillary H. Holmes; Lori Zyskowski; Ronald O. Mueller; Justine Robinson Topic(s): Audit Committee; Corporate Governance; ESG; IPOs

Gibson Dunn’s summary of director education opportunities has been updated as of January 2023. A copy is available at this link. Boards of Directors of public companies find this a useful resource as they look for high quality education opportunities.

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Now Available: SEC Desktop Calendar for 2023

July 20, 2022 | Posted by Hillary H. Holmes; Peter Wardle; Justine Robinson; Lori Zyskowski Topic(s): Audit Committee; Capital Markets; Corporate Governance; Disclosure; Financial Statements; IPOs; Proxy Statements and Annual Meetings; Registered Securities Offerings; Registration Statements; Securities Regulation; Underwriters and Agents

To continue assisting US companies with planning for SEC reporting and capital markets transactions into 2023, we offer our annual SEC Desktop Calendar. This calendar provides both the filing deadlines for key SEC reports and the dates on which financial statements in prospectuses and proxy statements must be updated before use (a/k/a financial staleness deadlines).

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Recent SEC Amendments Bring Changes to Filing Fee Disclosure and Payment Methods

October 19, 2021 | Posted by Ronald O. Mueller; Andrew L. Fabens; Peter Wardle; James J. Moloney Topic(s): Capital Markets; Disclosure; IPOs; M&A; Miscellaneous; Registered Securities Offerings; Registration Statements; Securities Regulation

On October 13, 2021, the Securities and Exchange Commission (the “SEC”) adopted amendments to modernize filing fee disclosure for certain forms and schedules, as well as update payment methods for fees related to these filings. The final rule highlighted three primary goals of the amendments: (i) update disclosure requirements related to filing fees in order to provide more certainty to filers that the proper fee was calculated and facilitate the SEC staff’s review of such fee; (ii) modernize the payment method for filing fees and reduce the cost and burden on processing fee payments; and (iii) permit filers to reallocate previously paid filing fees in more situations than what was previously permitted. An overview of these changes is provided below. The amendments also contained certain technical, conforming and clarifying changes related to filing fee-related instructions and information.

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Now Available: SEC Desktop Calendar for 2022

September 30, 2021 | Posted by Hillary H. Holmes; Peter Wardle; Lori Zyskowski Topic(s): Audit Committee; Capital Markets; Disclosure; IPOs; M&A; Proxy Statements and Annual Meetings; Registration Statements; Securities Regulation

​To continue assisting US companies with planning for SEC reporting and capital markets transactions into 2022, we offer our annual SEC Desktop Calendar. This calendar provides both the filing deadlines for key SEC reports and the dates on which financial statements in prospectuses and proxy statements must be updated before use (a/k/a financial staleness deadlines).

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Direct Listings on Nasdaq May Include Primary Capital Raise

June 23, 2021 | Posted by Hillary H. Holmes; Boris Dolgonos Topic(s): Capital Markets; IPOs; Registration Statements; Securities Regulation

​In May, the SEC issued an order (here) approving a proposal by The Nasdaq Stock Market LLC (Nasdaq) permitting primary offerings in connection with a direct listing. This allows companies that are going public through a direct listing to raise proceeds in the direct listing, similar to an IPO. This development follows the SEC’s prior approval of a similar rule proposed by the New York Stock Exchange (NYSE) that also permits primary capital raises in connection with a direct listing. See Gibson Dunn’s Current Guide to Direct Listings (here) and Nasdaq’s Direct Listing page (here) for more information.

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SEC Staff Issues Cautionary Guidance Related to Business Combinations with SPACs

April 6, 2021 | Posted by Hillary H. Holmes; Peter Wardle; Gerry Spedale Topic(s): Audit Committee; Capital Markets; Corporate Governance; Disclosure; Financial Statements; IPOs; Private Placements; Registration Statements; Securities Regulation

​There were more initial public offerings (“IPOs") of special purpose acquisition companies (“SPACs") in 2020 alone than in the entire period from 2009 until 2019 combined, and in the first three months of 2021, there have been more SPAC IPOs than there were in all of 2020. All of these newly public SPACs are looking for business combinations and many private companies are or will be considering a combination with a SPAC as a way to go public.

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Nasdaq Amends Proposed Rules to Allow Primary Direct Listings

March 1, 2021 | Posted by Hillary H. Holmes; Boris Dolgonos Topic(s): Capital Markets; IPOs; Private Placements; Registration Statements; Securities Regulation

As discussed in Gibson Dunn’s Current Guide to Direct Listings,  the New York Stock Exchange (NYSE) recently amended its rules to permit a primary offering in connection with a direct listing. The Nasdaq Stock Market LLC (Nasdaq) also had proposed rules permitting primary offerings in connection with a direct listing.[1] On February 24, 2021, in the course of the SEC’s review, Nasdaq amended its original proposal to bring its rules more in line with those adopted by the NYSE and approved by the SEC – clearing up some confusion caused by the original proposal.[2]

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Editors

Lauren M. Assaf-Holmes

J. Alan Bannister

Aaron K. Briggs

Michael Collins

Boris Dolgonos

Mellissa Campbell Duru

Andrew L. Fabens

Sean Feller

Tull Florey

Gina Hancock

Krista P. Hanvey

Lauren Hebson

Hillary H. Holmes

Elizabeth A. Ising

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David Korvin

Stella Kwak

Brian J. Lane

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Julia Lapitskaya

Robert B. Little

Cynthia M. Mabry

Stewart McDowell

Gregory Merz

James J. Moloney

Ronald O. Mueller

Michael K. Murphy

Ekaterina (Kate) Napalkova

Justine Robinson

Michael Scanlon

Eric Scarazzo

Elvia Soto

Gerry Spedale

Jack Strachan

Michael A. Titera

Tracey Tomlinson

Harrison Tucker

Peter Wardle

David C. Ware

Robyn Zolman

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