Dodd-Frank.com
Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest. MORE
By Scott Gootee, Eric Mikkelson & Andrew Arbuckle
On July 21, 2026, the Securities and Exchange Commission (SEC) published proposed Regulation E-Delivery, a sweeping overhaul of the framework governing how issuers, broker-dealers, investment advisers and other SEC registrants deliver required disclosures to investors. If adopted, the rule would replace the SEC’s decades-old, guidance-based approach…
Overview
On September 17, 2025, the Securities and Exchange Commission (SEC) issued a final rule and policy statement clarifying that the inclusion of mandatory arbitration provisions between issuers and investors will not affect the staff’s decision to accelerate the effectiveness of registration statements under the Securities Act of 1933. The SEC’s new policy focuses on…
The SEC announced today that it will host a roundtable on June 26, 2025, to discuss executive compensation disclosure requirements. The roundtable’s agenda and speakers will be disclosed at a later date.
Concurrently with the announcement of the roundtable, SEC Chairman Paul S. Atkins issued a statement regarding the roundtable, including questions for the staff…
In a settled enforcement action, the Securities and Exchange Commission (“SEC”) charged Shift4 Payments, Inc. (“Shift4”), a payment processing company based in Pennsylvania, with failing to disclose payments made to immediate family members of executive officers and directors as compensation.
Item 404(a) of Reg S-K requires companies describe transactions since the beginning of the last…
On December 17, 2024, the Securities and Exchange Commission (“SEC”) announced that it had settled charges against Ohio-based Express, Inc. (“Express”). The SEC ultimately found that Express violated Sections 13(a) and 14(a) of the Securities Exchange Act of 1934 and Rules 12b-20, 13a-1, 13a-15(a), 14a-3, and 13a-9 by failing to disclose all of its former…
Erik Gerding, Director, Division of Corporation Finance, released a statement on the preferred methods to disclose certain cybersecurity incidents. Mr. Gerding noted “The cybersecurity rules that the Commission adopted on July 26, 2023 require public companies to disclose material cybersecurity incidents under Item 1.05 of Form 8-K. If a company chooses to disclose a cybersecurity…
In Macquarie Infrastructure Corp., et al., v. Moab Partners, L. P., et. al, a unanimous United States Supreme Court held that failure to make MD&A disclosures required by Item 303 of Regulation S-K does not violate Rule 10b-5(b). The Court reiterated the tenet of Basic Inc. v. Levinson that “Silence, absent a duty to…
The SEC adopted amendments to its rules under the Securities Act of 1933 and Securities Exchange Act of 1934 that will require registrants to provide certain climate related information in their registration statements and annual reports. The final rules will require information about a registrant’s climate-related risks that have materially impacted, or are reasonably likely…
The SEC has adopted final amendments to Rule 10b5-1 under the Securities Exchange Act of 1934. The amendments:
…
