Capital Markets & Securities Law Watch

The U.S. Securities and Exchange Commission (the SEC or Commission) is implementing significant changes to its Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system, aimed at modernizing filer access and enhancing cybersecurity protections. On December 27, 2024, the SEC adopted a new rule, EDGAR Filer Access and Account Management (the Rule), to formalize these updates. Effective on March 24, 2025, as part of the SEC’s transition to EDGAR Next, key security enhancements will be implemented to access account management, which include requiring individual account credentials and multi-factor authentication (MFA).

On March 3, 2025, the SEC staff announced its intention to expand its nonpublic review process for draft registration statements by enhancing accommodations for companies to submit draft registration statements for nonpublic review.

On February 12, 2025, the European Commission proposed shortening the settlement period for European Union transactions in transferable securities from two business days (T+2) after the date of trade (T) to one business day (T+1).

The SEC recently adopted rule and form amendments known as EDGAR Next, which will change the existing electronic filing system. Over the next year, companies must alter their current practices to comply with these changes. 

On October 7, 2024, the SEC approved a Nasdaq-proposed rule amendment which impacts Nasdaq’s minimum bid price and reverse stock splits on the exchange. These changes may impose further considerations for companies as they work through the broader impact of such actions on their overall compliance status. 

The New York Stock Exchange recently proposed changes to its Listed Company Manual to clarify how its domestic and international standards for initial listing of common equity securities apply to foreign private issuers.

The SEC adopted a final rule requiring additional prospectus disclosures in SPAC IPOs and de-SPAC transactions, effective July 1, 2024, as well as mandatory iXBRL tagging of such information disclosed pursuant to new Item 1600 of Regulation S-K, effective June 30, 2025.

On August 20, 2024, the U.S. Securities and Exchange Commission (SEC) announced an increase to the registration fee payable in connection with a public offering of securities.

Nasdaq has several rules that address the delisting of companies whose share price falls below $1.

Effective August 1, 2024, the Delaware General Corporation Law (DGCL) is amended in part to allow corporations to enter into agreements with stockholders that delegate governance rights to stockholders regardless of whether such rights are provided for in the corporation’s certificate of incorporation. Such stockholder agreements were previously found to violate Section 141(a) of the DGCL in the controversial case West Palm Beach Firefighters’ Pension Fund v. Moelis & Co.

On July 15, 2024, Nasdaq formally submitted a proposed rule change to the Securities and Exchange Commission (SEC) relating to the suspension and delisting of special purpose acquisition companies (SPACs). 

The new UKLRs form part of the FCA’s endeavours to reform the UK’s listing regime and strengthen the attractiveness of UK capital markets. Through these reforms, the FCA is seeking to simplify the UK’s listing regime, streamline eligibility requirements for listing and align it with international market standards.

The SEC has recently commented on the NYSE’s proposed rule to provide SPACs up to an additional six months to complete a business combination if the SPAC has entered into a definitive business combination agreement within 36 months of initial listing. In this post, we discuss both the NYSE’s proposed rule and the SEC’s concerns. Continue to follow Winston for more info and insights.

On June 24, 2024, the U.S. Securities and Exchange Commission (SEC)’s Division of Corporation Finance released five new Compliance and Disclosure Interpretations (C&DIs) covering the disclosure of cybersecurity incidents under Item 1.05 of Form 8-K.

A wave of substantially similar stockholders’ complaints have recently been filed by plaintiffs’ firms in the Delaware Court of Chancery challenging certain advance notice bylaw provisions commonly included in public companies’ bylaws.

Over the last two decades, sustainability has become a mainstream global concern, shaping innovative financial instruments (in the form of loans and debt securities) that integrate environmental, social, and corporate governance (ESG) factors with broader considerations for long-term economic sustainability, collectively defined as sustainable finance.

On March 6, 2024, the US Securities and Exchange Commission (SEC or Commission) announced the adoption of final rules requiring registrants – both domestic companies and foreign private issuers (FPIs) – to include climate-related information in their registration statements and annual reports.