Capital Markets & Securities Law Watch

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. 

On May 3, 2023, the Securities and Exchange Commission adopted final rules amending the disclosure requirements for repurchases of equity securities by domestic U.S. issuers, foreign private issuers and registered closed-end management investment companies that are exchange-traded. The final rules require issuers to provide disclosures of daily repurchase activity on a quarterly basis for domestic U.S. issuers, and foreign private issuers and on a semi-annual basis for Listed Closed-End Funds. The rules also require new disclosures regarding officer and director purchases and sales of equity securities subject to the issuer’s share repurchase program, the rationale and objectives of the repurchases, policies and procedures relating to officer and director purchases and sales during a repurchase program, and adoption and termination of Rule 10b5-1 trading arrangements.

On March 22, 2023, the Securities and Exchange Commission (the SEC) proposed amendments that would require electronically submitting certain filings, including Securities and Exchange Act of 1934 (Exchange Act) forms, eliminating related paper-based filing requirements and compelling the use of XBRL or custom XML for certain submissions.  The affected filings are primarily associated with self-regulatory organizations (SROs), broker-dealers, security-based swap dealers (SBSDs) and major security-based swap participants (MSBSPs).  The SEC stated in its press release that the proposed amendments are designed to modernize the SEC’s information collection and analysis methods and are intended to build upon the success of electronic filing relief implemented during the COVID-19 pandemic.  

On December 15, 2022, the Public Company Accounting Oversight Board (the PCAOB or the Board) announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong for the first time and issued its 2022 HFCAA Determination Report (collectively, the 2022 Determinations)[i] under the Holding Foreign Companies Accountable Act of 2020 (the HFCAA or the Act).

On July 13, 2022, the SEC proposed amendments to Rule 14a‑8, the shareholder proposal rule, to modify three of the bases for excluding shareholder proposals from a company’s proxy materials.

On July 13, 2022, the SEC adopted amendments to the 2020 proxy rules governing proxy voting advice applicable to proxy advisory firms, or proxy voting advice businesses (“PVABs”). (You can find our blog post about the 2020 rules here).