Gibson Dunn’s summary of director education opportunities has been updated as of July 2025. 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.
Securities Regulation
SEC Issues Updates to Beneficial Ownership Reporting C&DIs
On July 11, 2025, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (“SEC”) announced that it updated certain Compliance and Disclosure Interpretations (“C&DIs”) related to Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting. The updated C&DIs, including comparisons to previously issued C&DIs that the SEC provided, have been compiled in Annex A.
SEC Announces New Leadership Changes
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:
- Director of the Division of Investment Management – Brian Daly
- Director of Trading & Markets – Jamie Selway
- Chief Accountant – Kurt Hohl
- Chief External Affairs Officer – Erik Hotmire
We expect more announcements to follow, including a new Director of the Division of Corporation Finance. Stay tuned!
SEC Staff Updates Rule 10b5-1 Interpretive Guidance
The Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “Commission”) recently updated its interpretive guidance regarding Rule 10b5-1 trading plans. The Division published two new Compliance & Disclosure Interpretations (“C&DIs”), withdrew three previously issued C&DIs, and revised 18 more C&DIs regarding Rule 10b5-1 plans. The updated C&DIs largely align with the Commission’s 2022 amendments to Rule 10b5-1 under the Exchange Act, with many reflecting non-substantive edits to rule references. Below is a summary of the key takeaways from the updated Rule 10b5-1 C&DIs. The updated Rule 10b5-1 C&DIs, including comparisons to previously issued C&DIs that the Commission provided, have been compiled in Annex A.
Did You Check The Right Box? New SEC Guidance on Clawback Disclosures
On April 11, 2025, the Securities and Exchange Commission (the “Commission”) published six new Compliance & Disclosure Interpretations (“C&DIs”) relating to the Form 10-K restatement and clawback analysis check boxes and the related disclosures under Item 402(w) of Regulation S-K available here.
As a refresher, the cover of Form 10-K includes two check boxes—the first one indicates when the financial statements included in the Form 10-K reflect the correction of an error to previously issued financial statements and the second one when those error corrections are restatements that required a clawback recovery analysis under Rule 10D-1(b) of the Securities Exchange Act of 1934 (i.e. pursuant to the registrant’s mandatory clawback policy). In addition, Item 402(w) of Regulation S-K requires registrants to include narrative disclosure regarding the clawback policy analysis in the event of a restatement that covers how the recoverable amount was calculated, the value of any recoverable amount that remains outstanding and whether the registrant is relying on the impracticability of recovery exception (and the justification of such reliance).
Below is a summary of the new C&DIs:
Updated Summary of Director Education Opportunities Now Available
Gibson Dunn’s summary of director education opportunities has been updated as of April 2025. 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.
This quarter’s update to the summary of director education opportunities includes a number of new opportunities as well as updates to the programs offered by organizations that have been included in our prior updates. Some of the new opportunities are available for both public and private companies’ boards.
Thank you to associates Jason Ferrari and To Nhu Huynh from our Houston office for their assistance with this quarter’s update.
Additional Helpful Updates to SEC’s S-3 Registration and Foreign Private Issuer C&DIs
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.
Things To Do This Week: Validate EDGAR Codes
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.
SEC Expands Accommodations for Draft Registration Statements
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.
SEC Corp Fin Staff Updates Guidance on Lock-Ups, Written Consents and Financing Matters in Tender Offers and Business Combination Transactions
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.