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SEC’s EDGAR Next Compliance Date Is Coming: Dashboard Launches March 24th; Amended Form ID

Howard Dicker — Mon, 24 Mar 2025 14:11:16 +0000

Important technical changes to EDGAR access and accounts management require changes to processes and procedures around EDGAR filings The U.S. Securities and Exchange Commission (SEC) adopted rules aimed at improving filer account management and security as well as facilitating better management of filer credentials, which are referred to collectively as “EDGAR Next.” These new rules […]

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New Deadlines for Schedule 13G Filers Take Effect on September 30, 2024

Howard Dicker — Fri, 27 Sep 2024 18:08:08 +0000

Beginning September 30, 2024, Schedule 13G filers will need to comply with new accelerated filing deadlines previously adopted by the Securities and Exchange Commission. As we discussed in greater detail in a previous Alert (available here), the SEC approved amendments to the rules governing Schedule 13D and Schedule 13G beneficial ownership reporting, which generally became […]

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SEC Finalizes Tougher Rules for SPACs

Adé Heyliger — Fri, 16 Feb 2024 21:37:50 +0000

The new rules also update and expand guidance on the use of projections in all SEC filings On January 24, 2024, the U.S. Securities and Exchange Commission (“SEC”) approved final rules to overhaul regulations covering special purpose acquisition companies (“SPACs”). With a few notable exceptions, the final rules are in line with the rules proposed […]

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Foreign Private Issuers in the Spotlight: SEC and Other Recent and Proposed Rulemakings

Steven Bentsianov — Tue, 23 Jan 2024 22:36:29 +0000

U.S. capital markets have long been an attractive destination for foreign companies, due in part to easier access to highly-liquid sources of debt and equity, lower cost of capital, and the long-standing approach of the SEC of largely deferring to the disclosures and governance regimes of the foreign issuer’s home country. However, in recent rulemakings, […]

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Need to Know: Disclosure Developments and 2023 Form 10-K Disclosure Locator

Governance & Securities Watch — Wed, 17 Jan 2024 02:57:00 +0000

This Alert is in the form of a Disclosure Locator for the 2023 calendar year-end Form 10-K to be filed in 2024 with the U.S. Securities and Exchange Commission. The Locator highlights disclosure considerations drawn from: View the entire Governance & Securities Alert.

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SEC Adopts Amendments to Rules Governing Beneficial Ownership Reporting

Howard Dicker — Fri, 13 Oct 2023 20:17:19 +0000

On October 10, 2023, the SEC adopted amendments to the rules governing beneficial ownership reporting. Among other things, the new rules generally shorten the deadlines for Schedule 13D and Schedule 13G filings, clarify the disclosure and beneficial ownership requirements with respect to derivative securities, and provide guidance regarding “group” formation. The amendments also extend the “cut-off” time to submit Schedule 13D and Schedule 13G filings from 5:30 p.m. to 10 p.m., Eastern time, and require that all disclosures in such filings, other than exhibits, be made using a structured, machine-readable data language. Generally, the amendments become effective 90 calendar days after publication in the federal register, except that compliance with the revised Schedule 13G deadlines will be required beginning on September 30, 2024.