Public Company Watch: Q1 2025

April 25, 2025

The Q1 2025 edition of the Public Company Watch highlights critical updates and regulatory changes affecting public companies. Staying informed on these topics is crucial for effective compliance and strategic planning.

Highlights include:

SEC Will Not Defend Climate Disclosure Rules: The SEC voted to end its defense of the climate disclosure rules; however, companies should consider other global and state climate-related disclosure requirements.
Delaware General Corporation Law (DGCL) Amendments: On March 25, 2025, amendments to the DGCL were signed into law that (1) reduce a corporation’s exposure to litigation risk for breaches of fiduciary duty in connection with an interested transaction and (2) impose new procedural requirements on stockholders’ “books and records” demands and narrow the types of books and records that a corporation must produce.
Expanded Access to Confidential Draft Registration Statements: The Staff of the SEC Division of Corporation Finance (the Staff) expanded the categories of issuer that may submit draft registration statements confidentially for review by the SEC, effective immediately. The guidance could be of particular benefit to non-well-known seasoned issuer (non-WKSI) public companies.
Guidance on Rule 506(c) Offerings: The Staff issued a no-action letter facilitating issuers’ reliance on Rule 506(c) to use general solicitation in private placements.
Other New and Updated SEC Guidance: The Staff has been busy issuing new and updated Compliance & Disclosure Interpretations (C&DIs) related to tender offers, Rule 145(a) transactions, beneficial ownership reports and the bringing effective of non-automatically effective shelf registration statements on Form S-3 during the gap period between the filing of an issuer’s Form 10-K and proxy statement, among other topics, and updating its guidance on shareholder proposals.
Foreign Corrupt Practices Act (FCPA) Enforcement Highlights: An exploration of the current state of enforcement of the FCPA and what the recent executive order and Department of Justice guidance mean for U.S. and global companies.