• Skip to main content
  • Skip to primary sidebar

Securities Regulation and Corporate Governance Monitor

  • Home
  • About
  • Editors
  • Topics
  • Subscribe
  • Home
  • About
  • Editors
  • Topics
  • Subscribe

Registration Statements

SEC Expands Accommodations for Draft Registration Statements

March 10, 2025 | 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.

Read More

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

May 22, 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.

Read More

SEC Desktop Calendar 2024 – Now Available

October 10, 2023 | Posted by Hillary H. Holmes; Lori Zyskowski Topic(s): Audit Committee; Capital Markets; Disclosure; IPOs; Registration Statements; Securities Regulation; Underwriters and Agents

​To continue assisting US companies with planning for SEC reporting and capital markets transactions into 2024, 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).

Read More

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).

Read More

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.

Read More

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).

Read More

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.

Read More

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.

Read More

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]

Read More

Now Available: Considerations for Preparing Your 2020 Form 10-K

February 4, 2021 | Posted by Hillary H. Holmes; Elizabeth A. Ising; Thomas J. Kim; Brian J. Lane; James J. Moloney; Ronald O. Mueller; Michael Scanlon; Michael A. Titera Topic(s): Audit Committee; Capital Markets; Disclosure; Financial Statements; Proxy Statements and Annual Meetings; Registration Statements; Securities Regulation

​As we do each year, we offer our observations on new developments and recommended practices for calendar-year filers to consider in preparing their annaul report on Form 10-K. In addition to the many challenges of the past year, the SEC adopted and provided guidance on a number of changes to public company reporting obligations impacting disclosures in the 10-K for 2020. In particular, we discuss the recent amendments to Regulation S-K, disclosure considerations in light of COVID-19, a number of technical considerations that may impact your Form 10-K, and other considerations in light of recent and pending changes in the executive branch and at the SEC.​  The full memo is available at the following link:

Read More
  • Page 1
  • Page 2
  • Go to Next Page »

Primary Sidebar

Topics

Audit Committee

Capital Markets

Compensation Committee

Corporate Governance

Disclosure

Dodd Frank

Environmental/Climate Change

ESG

EU Regulation

Executive Compensation

FCPA

Financial Statements

Human Capital Management

India Regulation

Investment Act/Investment Advisors Act

IPOs

JOBS Act

M&A

Miscellaneous

Private Placements

Proxy Access

Proxy Statements and Annual Meetings

Registered Securities Offerings

Registration Statements

Say on Pay

Securities Regulation

Shareholder Proposals

UK Regulation

Underwriters and Agents

Whistleblower Rules

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

Thomas J. Kim

David Korvin

Stella Kwak

Brian J. Lane

Ari Lanin

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

Lori Zyskowski

Useful Links

  • Gibson Dunn Website
  • Society of Corporate Secretaries & Governance Professionals
  • Institutional Shareholder Services
  • New York Stock Exchange
  • NASDAQ
  • SEC
  • Conference Board’s Center for Corporate Governance
  • Glass Lewis & Co., Inc.
  • The Corporate Counsel
  • CompensationStandards.com
  • Romeo & Dye’s Section 16.net
  • Harvard Law School Forum on Corporate Governance and Securities Regulation
  • National Association of Corporate Directors
  • Columbia Law Blue Sky
  • COVID-19 Resources for Public Companies
  • ESG Resources for Public Companies

Archives

Subscribe to Updates
RSS Feed
  • Privacy Statement
  • Cookie Notice
  • Contact Us
© 2025 Gibson, Dunn & Crutcher LLP. All rights reserved.