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Miscellaneous

SEC Corp Fin Staff Updates Guidance on Lock-Ups, Written Consents and Financing Matters in Tender Offers and Business Combination Transactions

March 7, 2025 | Posted by James J. Moloney; Tull Florey; Mellissa Campbell Duru Topic(s): Corporate Governance; M&A; Miscellaneous; Securities Regulation

On March 6, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) published several updates to its Compliance and Disclosure Interpretations (“C&DIs”) relating to merger transactions and tender offers.  Key updates are set forth below.

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Fifth Circut Strikes Down SEC’s New Buyback Disclosure Rule

December 20, 2023 | 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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EDGAR Next: SEC Proposes Changes to EDGAR Filer Access and Account Management Procedures

September 28, 2023 | Posted by Michael A. Titera; James J. Moloney Topic(s): Miscellaneous; Securities Regulation

​Following a request for comment on the topic in 2021, on September 13, 2023, the Securities and Exchange Commission (“SEC") proposed amendments to Rules 10 and 11 of Regulation S-T and Form ID regarding potential technical changes to Electronic Data Gathering, Analysis, and Retrieval System (“EDGAR") filer access and account management (referred to by the SEC as “EDGAR Next"). 

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SEC Updates Non-GAAP C&DIs

December 14, 2022 | Posted by Andrew L. Fabens; Ronald O. Mueller; Michael A. Titera Topic(s): Disclosure; Financial Statements; Miscellaneous; Securities Regulation

On December 13, 2022, the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission announced an update to its Compliance and Disclosure Interpretations (“C&DIs”) on Non-GAAP Financial Measures under Questions 100.01, 100.04 – 100.06, and 102.10(a)(b)(c).  Many of the changes memorialize positions the Staff has taken in comment letters or provide additional detail about those positions.

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SEC Division of Corporation Finance Issues Interpretations Addressed to SPACs’ Business Combinations

March 24, 2022 | Posted by Gerry Spedale; James J. Moloney; Ronald O. Mueller Topic(s): Disclosure; M&A; Miscellaneous; Proxy Statements and Annual Meetings; Securities Regulation

On March 22, 2022, the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) issued new Compliance and Disclosure Interpretations (“C&DIs”) that primarily focus on filing and disclosure issues that arise in the context of merger transactions by special purpose acquisition companies (“SPACs”).

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SEC Proposes Rule Changes to Shorten the Security Settlement Cycle to T+1 by March 31, 2024

February 14, 2022 | Posted by J. Alan Bannister; Boris Dolgonos; Andrew L. Fabens; Hillary H. Holmes; Peter Wardle Topic(s): Capital Markets; Miscellaneous; Securities Regulation

​On February 9, 2022, the Securities and Exchange Commission (the “Commission”) announced a proposed rule to shorten the standard settlement cycle for most broker-dealer transactions from two business days after the trade date (“T+2″) to one business day after the trade date (“T+1″), while soliciting comments regarding challenges and possible approaches to achieving settlement by the end of trade date (“T+0″).

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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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SEC Adopts New Rule Relating to Submissions through EDGAR and Electronic and Remote Online Notarization

December 22, 2020 | Posted by Hillary H. Holmes; James J. Moloney; Peter Wardle Topic(s): Miscellaneous; Securities Regulation

​On December 11, 2020, the Securities and Exchange Commission (the “SEC") announced its adoption of a new rule under Regulation S-T in connection with its administration of the Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR") to promote the reliability and integrity of EDGAR submissions, and also the adoption of revisions to Volumes I and II of the EDGAR Filer Manual and related rules under Regulation S-T, including provisions regarding electronic notarizations and remote online notarizations, which include electronic signatures.

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SEC Adopts Changes to the Exempt Offering Framework

November 7, 2020 | Posted by Hillary H. Holmes; Peter Wardle; Eric Scarazzo Topic(s): Audit Committee; Miscellaneous; Securities Regulation

​In an effort to facilitate capital formation and increase opportunities for investors by expanding access to capital for small and medium-sized businesses, on November 2, 2020, the SEC announced that it had approved amendments to certain of its rules relating to exempt offerings. The amendments follow the SEC’s June 2019 concept release and the SEC’s March 2020 proposing release on the harmonization of offering exemptions and reflect the SEC’s ongoing effort to harmonize, simplify and improve its offering framework. As discussed in our prior Monitor post (available here), the SEC has been working to untangle the current regulatory regime in order to ensure that capital-raising is rational, accessible and effective.

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ISS Proposes and Opens Comment on Draft 2021 Voting Policy Updates

October 19, 2020 | Posted by Elizabeth A. Ising; Lori Zyskowski Topic(s): Corporate Governance; Miscellaneous; Proxy Statements and Annual Meetings

​​Last week, Institutional Shareholder Services (“ISS") proposed and published for comment voting policy changes for the 2021 proxy season.  These include three proposed updates that would apply to U.S. companies. 

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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

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Stewart McDowell

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Michael K. Murphy

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Justine Robinson

Michael Scanlon

Eric Scarazzo

Elvia Soto

Gerry Spedale

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Michael A. Titera

Tracey Tomlinson

Harrison Tucker

Peter Wardle

David C. Ware

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