Securities Regulation

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As we previewed, the U.S. Securities and Exchange Commission (“SEC”) has proposed to rescind its Climate-Related Disclosure Rules, which were adopted in March 2024 and require registrants to provide certain climate-related information in their registration statements and annual reports. The Climate-Related Disclosure Rules, however, have been stayed since April 4, 2024, pending litigation which…

On May 19, 2026, the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) proposed extensive amendments to the registered offering framework under the Securities Act of 1933, as amended (the “Securities Act”). The SEC’s rulemaking proposal on Registered Offering Reform (the “Proposal”) has the potential to be the most significant offering reform in…

On May 19, 2026, the U.S. Securities and Exchange Commission (the “SEC”) published two rulemaking proposals, each of which would substantially revise the requirements of the U.S. federal securities laws applicable to public companies. These proposals mark the next step in SEC Chair Paul Atkins’ mission to grow the U.S. capital markets and “make IPOs…

Today, the Securities and Exchange Commission (the “SEC”) proposed a rule and form amendments that would allow public companies to file semiannual reports to meet their interim reporting obligations under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) , as well as related amendments to certain financial…

Calls to consider the frequency of corporate reporting have resurfaced, driven by a rulemaking petition from the Long-Term Stock Exchange, the President’s social media posts, and remarks by SEC Chair Atkins.

On September 30, 2025, the Long-Term Stock Exchange (the “LTSE”) filed a rulemaking petition with the Securities and Exchange Commission (the “SEC” or the…

On February 10, 2025, the Ninth Circuit Court of Appeals ruled in favor of Slack Technologies LLC, dismissing an investor class action lawsuit brought under Sections 11 and 12(a)(2) of the Securities Act.  This decision follows the 2023 U.S. Supreme Court ruling, which held that the Slack plaintiffs must trace their purchased securities to the…

On January 27, 2025, the staff of the US Securities and Exchange Commission updated its Compliance and Disclosure Interpretations (“C&DIs”) for Proxy Rules and Schedules 14A/14C with respect to notices of exempt solicitations under Rule 14a-6(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Rule 14a-2(b)(1) of the Exchange Act exempts…

Mayer Brown is a sponsor of this year’s Northwestern Pritzker School of Law’s Ray Garrett Jr. Corporate and Securities Law Institute. Delivering a timely analysis of critical corporate and securities law issues and developments confronting public corporations, the Garrett Institute provides both private practitioners and corporate counsel an opportunity to hear from SEC officials and…

For decades, corporate merger and acquisition deals have been plagued by meritless claims asserting, typically, that the companies and their officers and directors have provided insufficient disclosures. Courts have sought to crack down on these lawsuits, but—as in the game of whack-a-mole—the plaintiffs bringing these lawsuits have adjusted their tactics to avoid the judicially imposed…