Securities & Capital Markets

An analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange Commission (SEC) and their annual shareholder meetings. This memorandum discusses key considerations to keep in mind as you embark upon the year-end reporting process in 2025.

Read about an amendment to Nasdaq Listing Rule 5810(c)(3)(A), approved by the SEC on October 7, 2024, which affects companies utilizing reverse stock splits to regain compliance with Nasdaq’s minimum bid price requirements.

Read about the new accelerated filing deadlines for ownership reporting on Schedule 13G that take effect on September 30, 2024 and the requirements for different types of investors.

The SEC issued five new Compliance & Disclosure Interpretations (C&DIs) relating to the materiality assessment and disclosure requirements of material cybersecurity incidents under Item 1.05 of Form 8-K.

Read about a recent statement from Erik Gerding, Director of the SEC’s Division of Corporation Finance, which provided clarification regarding the disclosure of cybersecurity incidents by reporting companies.

Starting today, Tuesday, May 28, 2024, the amendments to Securities Exchange Act Rule 15c6-1 take effect, shortening the settlement cycle for most broker-dealer securities transactions to the trade date plus one business day (T+1) from the trade date plus two business days (T+2). In this alert, we discuss the T+1 settlement cycle and best practices for issuers to mitigate compliance issues and reduce the risk of failed settlements.

Read about proposed Treasury regulations that provide guidance on the application of the stock buyback excise tax to redemptions and M&A transactions.

Read about how the SEC’s final rules relating to special purpose acquisition companies (SPACs) and other shell companies, which take effect on July 1, 2024, and the agency’s recent guidance on reverse mergers are likely to impact SPAC-related transactions and alternative capital raising transactions.

Read about the US Treasury Department’s report on how financial institutions and other industry stakeholders can prepare for and combat AI-age fraud in the latest edition of AI: The Washington Report, a joint undertaking of Mintz and ML Strategies covering potential federal legislative, executive, and regulatory activities related to AI.

Reverse mergers aren’t an alternative to an IPO, rather they can be a strategic approach for companies looking to go public by leveraging “fallen angels”. Mintz Members Bill Hicks and John Rudy answer frequently asked questions for private companies considering a reverse merger in an article featured in PitchBook’s 2023 Annual US VC Valuations Report. The authors detail the benefits and challenges associated with a reverse merger including finding partners, PIPE financing, Nasdaq access for non-US companies, and SEC implications.

Reporting requirements under the Corporate Transparency Act (CTA) are in effect beginning January 1, 2024.  Under the CTA, many US entities will be required to provide the personal information of their beneficial owners to the Financial Crimes Enforcement Network (FinCEN), a division of the US Treasury Department.

Read about the Fifth Circuit’s December 19 opinion vacating the Securities and Exchange Commission’s share repurchase disclosure rules, which were adopted in May 2023 and became effective on July 31, 2023.

Public companies need to consider regulatory, legal, market, and ESG-related developments in preparing for their fiscal year-end filings with the SEC and their annual shareholder meetings. In an in-depth memorandum, Mintz attorneys discuss the SEC’s new cybersecurity disclosure rule, recent trends in reverse stock splits, and the SEC’s disclosure requirements for Rule 10b5-1 trading plans and insider trading policies, and other emerging issues affecting public companies.

Read about the SEC’s warnings about “AI-washing” and stiff industry opposition to its proposed rules for conflicts of interest in the use of predictive data analytics technologies by broker-dealers and investment advisers in the latest edition of AI: The Washington Report, a joint undertaking of Mintz and ML Strategies covering potential federal legislative, executive, and regulatory activities related to AI.

Read about the SEC’s amendments to the rules, adopted on October 10, 2023,  governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934.

Read about the SEC’s focus on regulating the use of artificial intelligence by financial services providers in the latest edition of AI: The Washington Report, a joint undertaking of Mintz and ML Strategies covering potential federal legislative, executive, and regulatory activities related to AI.

The SEC adopted its final rules and amendments concerning cybersecurity risk management, strategy, governance, and incident disclosure (the “Final Rule”) on July 26, 2023.  In this article we highlight some of the principal changes to the cybersecurity rules first proposed by the SEC more than 16 months prior.

For US public companies with a second fiscal quarter ending on June 30, it’s time to evaluate whether to seek classification as a smaller reporting company by the SEC, which entails fewer disclosure requirements.

Read about the executive compensation recovery “clawback” listing standards proposed by the NYSE and Nasdaq, the consequences for failing to meet these requirements, and the steps affected issuers should take to ensure compliance by the December 1 deadline.

Read about the proposal by NYSE and Nasdaq to delay the effective date of the SEC’s clawback listing standards to October 2, 2023.