Nasdaq released a paper on March 31 titled “Advancing the U.S. Public Markets: Unlocking Capital Formation for a Stronger American Economy.” The document offers policy recommendations based on insights from a survey and engagement with Nasdaq-listed companies. It suggests regulatory changes to balance oversight and accessibility in public markets, advocating for modernization of proxy processes, scaled disclosure focusing on materiality, litigation reform, and transparency in short-selling.
On April 10, the SEC Division of Corporation Finance issued guidance on federal securities laws as they apply to crypto assets. This statement aims to help issuers involved with networks or applications related to crypto assets comply with existing disclosure requirements under Reg S-K.
The SEC also addressed new compliance and disclosure interpretations (C&DIs) related to clawback checkboxes on Form 10-K and de-SPAC co-registrants. These updates were posted by the SEC Division of Corporation Finance on April 11.
Fidelity’s updated proxy voting guidelines for 2025 now emphasize a range of experiences over gender or racial diversity. UBS’s guidelines have similarly broadened their focus regarding board diversity.
TheCorporateCounsel.net discussed the SEC’s stance requiring remote-only companies to maintain a physical principal executive office address. On April 18, this position was shared in a post emphasizing that alternatives are not accepted.
The Business Roundtable has urged reforms in the shareholder proposal process. A white paper published by the group calls for banning activist proposals related to political issues and addressing costs associated with unaccountable proxy advisory firms.
A blog post highlighted considerations for in-house counsel concerning tariffs and trade. Suggestions include setting up management response teams and revisiting compliance programs to mitigate tariff impacts.
On April 24, the Eighth Circuit Court ordered litigation over an SEC climate rule to be held in abeyance while awaiting further status reports from the commission.
Finally, on April 25, revisions were announced by the SEC Division of Corporation Finance regarding Rule 10b5-1 C&DIs. Updates included clarifications about tax withholding obligations under specific vesting transactions.
