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Public Companies & the Law

The issues facing public companies change rapidly. Our Public Companies & the Law blog helps companies and their management, board members and in-house counsel stay one step ahead. 

10 Disclosure Considerations for Public Companies Given Trump’s and DOJ’s Outlook on “Illegal DEI”
Blog March 05, 2025
10 Disclosure Considerations for Public Companies Given Trump’s and DOJ’s Outlook on “Illegal DEI”
As we previously explained, Trump issued a handful of executive orders aimed at eliminating diversity, equity and inclusion (“DEI”) programs and policies within the federal government and encouraged the private sector (including public companies) to follow suit…
SEC Approves Nasdaq’s Proposal to Remove Board Diversity Rules to Align With 5th Circuit’s Mandate
Blog January 28, 2025
SEC Approves Nasdaq’s Proposal to Remove Board Diversity Rules to Align With 5th Circuit’s Mandate
As we previously posted, the U.S. Court of Appeals for the Fifth Circuit vacated the SEC’s approval of Nasdaq’s board diversity disclosure rules last month, after which Nasdaq indicated that it did not intend to seek further review of this decision…
Nasdaq’s Board Diversity Rules Struck Down by 5th Circuit
Blog December 13, 2024
Nasdaq’s Board Diversity Rules Struck Down by 5th Circuit
On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit vacated the SEC’s approval of Nasdaq’s board diversity disclosure rules. These rules were approved by the SEC on August 6, 2021 and required listed companies to (i) disclose statistical information regarding the diversity of the company's board and (ii) on a phased basis, have, or explain why they do not have, at least two diverse directors on the board of directors…
Protect Your Rule 10b5-1 Plans from Attack: Best Practices
Blog February 11, 2019
Protect Your Rule 10b5-1 Plans from Attack: Best Practices
Some regulators and investors are expressing concerns about abuse of Rule 10b5-1 plans.  Last July, Representative Maxine Waters introduced the “Promoting Transparency Standards for Corporate Insiders Act,” which would require the SEC to study whether Rule 10b5-1 should be amended to restricted multiple plans, require a waiting period before making trades under a plan, and limit how often plans can be modified or canceled.  In December…
Better Late Than Never? New Disclosure Requirements for Hedging Policies
Blog January 11, 2019
Better Late Than Never? New Disclosure Requirements for Hedging Policies
The Securities and Exchange Commission has finally adopted new rules that will require public companies to include in proxy statements for their annual meetings a description of their hedging policies and practices applicable to employees and directors.  These rules were called for by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010  but weren't proposed until February 2015. The new rules will apply to proxy and information statements with respect to the election of……
Pre-IPO companies can have disclosure obligations, too.
Blog March 20, 2018
Pre-IPO companies can have disclosure obligations, too.
A recent SEC enforcement action should serve as a potent reminder to pre-IPO and other private companies that SEC rules sometimes impose affirmative disclosure obligations on private companies that offer and sell securities to their employees. Most well-advised start-ups and other emerging companies know that they need an exemption from the registration requirements of the Securities Act of 1933 in order to grant options or issue other equity awards to their employees…
Hyperlinks required for all filed exhibits
Blog August 30, 2017
Hyperlinks required for all filed exhibits
Effective September 1, 2017, public companies will be required to include hyperlinks to each exhibit listed in the exhibit index to a registration statement or report. Exhibits filed in eXtensible Business Reporting Language (XBRL) or exhibits filed with Form ABS-EE are excluded from this requirement. This requirement will make all exhibits to a filing, including those incorporated by reference from earlier filings, more easily accessible to investors. Companies should plan for additional……
Happy 5th Anniversary to the JOBs Act—EGCs Should Prepare for New Disclosure Obligations
Blog April 05, 2017
Happy 5th Anniversary to the JOBs Act—EGCs Should Prepare for New Disclosure Obligations
The JOBs Act was signed into law on April 5, 2012 and created Emerging Growth Companies, or EGCs, which are eligible to comply with reduced disclosure and other requirements under the federal securities laws. The definition of an EGC, which in general is a company with annual gross revenues of less than $1 billion during its most recent fiscal year, is expansive.   Over 80% of IPOs since the JOBs Act have been completed by EGCs…

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We know that the issues facing public companies change rapidly, and we cover the topics that we know are on the minds of management, board members and in-house counsel. Attorneys from Foley Hoag’s Capital Markets practice provide updates on new and proposed regulations, analysis of interpretive guidance, best practices on governance issues as well as reminders on disclosure and compliance obligations that will keep you on track.

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