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On July 11, 2025, the staff (the “Staff”) of the U.S. Securities and Exchange Commission’s (the “SEC”) Division of Corporation Finance (the “Division”) published non-substantive updates to various Compliance and Disclosure Interpretations (“CDIs”) relating to Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting. 

The updates bring the CDIs into alignment with…

As proxy season kicks off, companies should be mindful of their disclosure obligations regarding related-person transactions, especially those involving immediate family members of executive officers and directors.  On January 15, 2025, the Securities and Exchange Commission (“SEC”) announced the settlement of an enforcement action against a publicly traded software and payment processing company (the “Company”)…

This past Saturday, the US Financial Crimes Enforcement Network (FinCEN) confirmed that reporting companies—i.e., companies that would be required to report their beneficial ownership information to FinCEN under the Corporate Transparency Act (CTA) and its implementing regulations—are not required to file beneficial ownership reports for as long as the current, nationwide injunction of the CTA…