Corporate & Securities Blog

On November 17, 2025, the SEC’s Division of Corporation Finance issued a statement regarding no action letter requests related to Rule 14a-8 shareholder proposals.

On October 26, 2025, the Chief Revenue Officer of Snowflake Inc. appeared to overstep the bounds of Regulation Fair Disclosure (“Reg FD”) when he made statements regarding Snowflake’s future financial results during an impromptu interview posted by a social media influencer (@theschoolofhardknockz). The Chief Revenue Officer’s statements indicated Snowflake would exit the fiscal year with “probably just over $4.5 billion”, which was approximately $100 million more in additional revenue compared to the company’s guidance released in August.

Reg FD is ...

October 1, 2025 marks the beginning of the 2026 federal fiscal year. However, if Congress does not enact the requisite appropriations bills or a temporary funding measure known as a continuing resolution, the federal government’s spending power will dry up and operations will largely grind to a halt.

On June 10, 2025, the U.S. Court of Appeals for the Ninth Circuit reversed the dismissal of a securities class action after finding the plaintiff sufficiently alleged a real estate investment fund and its managing executive misled investors by exaggerating potential investment returns and failing to disclose a SEC staff comment letter that instructed the fund to remove the overstated projections from its offering materials. Notably, the court viewed the fund’s decision to comply with the SEC’s directive and remove exaggerated projections as evidence that the fund and its manager knew the projections were false. The court’s decision in Pino v. Cardone Capital, LLC provides cautionary guidance regarding the legal significance of SEC comments—namely, that a company’s failure to dispute a comment letter could be construed as an implicit admission of falsity, potentially exposing it to liability under Section 12(a)(2) of the Securities Act of 1933 (the “Act”).

On April 11, 2025, the Staff of the SEC’s Division of Corporation Finance released six Compliance and Disclosure Interpretations (“C&DIs”) that address the Form 10-K restatement checkboxes and related disclosures under Item 402(w)(2) of Regulation S-K. The new guidance provides public companies with more clarity regarding the disclosures associated with the recovery of erroneously awarded incentive-based compensation.

On March 31, 2025, members of the U.S. House of Representatives Committee on Financial Services sent a letter to Mark Uyeda, Acting Chairman of the U.S. Securities and Exchange Commission. Seeking to “undo the damage from former Chairman Gary Gensler’s tenure,” the letter requests that the SEC withdraw fourteen final and proposed rules, including both the SEC’s Pay Versus Performance rules (adopted August 2022) and rules related to Cybersecurity Risk Management, Strategy, Governance and Incident Disclosure (adopted July 2023).  The SEC may withdraw adopted rules pursuant to the Administrative Procedure Act, which generally involves a public notice and comment period. It will be interesting to see the response of incoming SEC Chairman Paul Atkins. Stay tuned.

As we embark on the new year, it is time to consider what is next for the SEC—specifically, EDGAR Next. In September 2024, the Securities and Exchange Commission adopted amendments to Regulation S-T aimed at modernizing the agency’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. The new system—aptly named EDGAR Next—will feature improved access procedures and enhanced security measures, including two-factor authentication.

On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit struck down Nasdaq’s board diversity rules, which were designed to increase representation of women and minorities on corporate boards. Since 2023, the rules have required Nasdaq-listed companies to have at least one woman, minority, or LGBTQ+ member on their boards and to report director diversity information each year.

On October 22, 2024, the Securities and Exchange Commission charged four companies with making materially misleading disclosures about their cybersecurity risks. Each of the companies—Unisys Corp., Avaya Holdings Corp., Check Point Software Technologies Ltd., and Mimecast Limited—agreed to pay hefty monetary penalties to settle the SEC’s charges.

The fines follow a lengthy investigation by the SEC into public companies affected by the 2020 SolarWinds breach, one of the most widespread cyberattacks to date. The attack, largely believed to have been carried out by ...

The SEC released a statement from Division of Corporation Finance Director Erik Gerding on June 24, 2024 reflecting Gerding’s opening remarks and the matters discussed on a panel addressing the Division's Disclosure Review Program during the April 2024 SEC Speaks Conference in Washington, DC. The statement provides a comprehensive overview of recent developments in the Division and observations gleaned from the review of filings.