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. 

The Securities and Exchange Commission recently announced charges and million-dollar penalties against four companies for allegedly making materially misleading disclosures regarding cybersecurity risk and intrusions relating SolarWinds hack.

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. 

A group of United States senators, including the Ranking Member of the Senate Banking Committee, has introduced the Empowering Main Street in America Act of 2024. The bill, which largely addresses issues surrounding emerging growth companies, is divided into four parts, each focusing on a specific goal to: promote capital formation, expand investment opportunities for retail investors, enhance investor confidence, and increase oversight over regulatory bodies.

On September 25, 2024, the Securities and Exchange Commission (the SEC) announced settled charges against 25 entities and individuals for late beneficial-ownership and insider-transaction reports. The SEC had levied penalties on these filers because of failures to timely report information about their holdings and transactions in public-company stock. Without admitting or denying the charges, 2 public companies, 13 other entities, and 10 individuals agreed to cease committing and causing violations and pay civil penalties. The civil penalties ranged from $10,000 to $200,000 for individuals, and $40,000 to $750,000 for the entities involved, including $200,000 each for two public companies that were charged with contributing to filing failures by certain corporate insiders and failing to report their insiders’ filing delinquencies.

The Securities and Exchange Commission (SEC) recently charged a public company with violations of Regulation Fair Disclosure (“Regulation FD”) stemming from social media posts by the company’s CEO. These charges are evidence of a trend toward increased Regulation FD enforcement by the SEC.

On August 26, 2024, the SEC approved amendments to Nasdaq rules clarifying and modifying phase-in periods for certain corporate governance requirements and clarifying certain cure periods.

The Securities and Exchange Commission recently approved the Public Company Accounting Oversight Board’s new quality control standard, which will require all registered public accounting firms to identify specific risks to their practices and design a quality control system to monitor and resolve ineffective controls.

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.

As expected, a flurry of briefs from state attorneys general, the Securities and Exchange Commission (the SEC), and amici curiae have been filed with the 8th Circuit Court of Appeals as the climate rulemaking case makes its way through the courts.

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

The U.S. Department of Justice recently succeeded in its prosecution of former Ontrak CEO Terren Peizer for insider trading, which involved the misuse of his 10b5-1 trading plan. This post provides an overview of the case’s background and outcome, and highlights key lessons that directors and officers of public companies should consider.

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 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.

On October 31, 2021, the Securities and Exchange Commission (SEC) adopted final rules modifying the requirements applicable to filing fee disclosure and payment methods for several fee-bearing forms, schedules, statements and related rules.

On May 23, 2024, in a surprise move, the Securities and Exchange Commission (SEC) issued an order that will allow exchanges to list Ethereum-based exchange-traded funds (ETFs). The SEC’s order follows its recent decision to allow trading of Bitcoin ETFs, in what has been interpreted by some as a softening approach towards the regulation of digital assets. Shortly after the SEC’s approval of Bitcoin ETFs, at least 10 asset managers—including BlackRock, Fidelity, Grayscale, and Invesco—initiated applications with the SEC to begin listing Ether ETFs.

Last year, the Securities and Exchange Commission adopted its final rule to shorten the settlement cycle for most broker-dealer securities transactions to one business day after the trade date (T+1). Previously, the standard settlement cycle was two business days after the trade date (T+2).