The Corporate Transparency Act (the CTA) requires a range of entities, primarily smaller, unregulated companies, to file reports with FinCen, and arm of the Treasury Department, identifying the entities’ beneficial owners, and the persons who formed the entity. The purpose of the CTA was to aid in the detection of terrorism, money-laundering, and tax evasion.
The Fate of the New U.S. Climate Change Rules Under the New Republican Administration; Certain States are Expected to Ramp Up Their Climate Change Efforts
It is no secret that the incoming Republican Administration has been skeptical of the federal government’s climate change measures, which brings further uncertainty to the SEC’s new climate change rules (the “Rules”). To be sure, there was already uncertainty surrounding litigation in the 8th U.S. Court of Appeals over the Rules’ validity.
The new
UK Listing Rules Reform: Seeking to Boost Competitiveness
Background
On 11 July 2024, the United Kingdom’s Financial Conduct Authority (“FCA”) published its final rules (PS24/6) for a new, simplified and more competitive UK listing regime (the “Rules”).The FCA’s overall aim is to create a more streamlined, disclosure-based listing regime, to help boost the UK’s growth and competitiveness by encouraging
SEC Adopts New SPAC Rules
On January 24, 2024, the SEC adopted new rules that apply to SPAC transactions and the adopted rules largely track the agency’s proposals with some notable exceptions. The new rules will become effective 125 days after publication in the Federal Register and will apply to transactions that are ongoing at that time, even if they
SEC Proposes Extensive New Rules Applicable to SPACs and de-SPAC Transactions
On March 30, 2022, the Securities and Exchange Commission (the “SEC”) proposed a set of rules and amendments governing special purpose acquisition companies (“SPACs”) that will, if adopted, impose significant new regulatory hurdles for SPAC-related transactions, as well as expand potential bases for liability. The SEC states that the new rules are intended to increase
SEC Proposes Broad New Climate Change Disclosure Requirements
In a 500-page release, the SEC has proposed significant new public company climate change disclosure requirements for both domestic companies and foreign private issuers, including the actual and potential impacts of climate change on companies as well as management and governance processes to address those impacts. The proposed disclosure rules among other things would amend
SEC Brings Enforcement Action Against Space SPAC for Alleged Misleading Disclosure and Due Diligence Failures
The U.S. Securities and Exchange Commission (“SEC”) has brought an enforcement action against a special purpose acquisition company (“SPAC”) and its major participants, highlighting enhanced regulatory scrutiny of SPACs and underscoring the importance of following appropriate diligence and other practices in the de-SPAC process.
On July 13, 2021, the U.S.
SPAC Disclosures – SEC Focuses in on Conflicts of Interests
On December 22, 2020, the staff of the Securities and Exchange Commission’s Division of Corporation Finance issued new guidance with disclosure considerations for special purpose acquisition companies (“SPACs”). The new guidance is reflected in CF Disclosure Guidance Topic No. 11 (“Topic No. 11”). SPACs, or “blank check companies,” become public reporting companies through initial public
Nasdaq Proposes New Board Diversity Requirements for Listed Companies
On December 1, 2020, Nasdaq proposed new listing rules that, if approved by the SEC following a public comment period,[1] would require Nasdaq-listed companies either to have, or explain why they do not have, at least two diverse directors and disclose information about the diversity of their directors on an annual basis. The new
SEC Amends MD&A Disclosure Rules and Trims Financial Disclosure Requirements
On November 19, 2020, the Securities and Exchange Commission (SEC) adopted amendments to Regulation S-K that update and streamline its rules governing Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) disclosure and related requirements to provide selected financial data and quarterly financial information.[1] The rule changes are part of