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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. 

SEC Proposes Sweeping Registered Offering Reform and Filer Status Simplification
Blog May 20, 2026
SEC Proposes Sweeping Registered Offering Reform and Filer Status Simplification
On May 19, 2026, the Securities and Exchange Commission issued two companion proposed rulemakings that, if adopted, would represent the most significant overhaul of the Securities Act registration framework and Exchange Act filer status system in over two decades…
SEC Staff Issues New CFI (formerly C&DI) Clarifying ATM Offering Capacity Following “Baby Shelf” Transition
Blog March 20, 2026
SEC Staff Issues New CFI (formerly C&DI) Clarifying ATM Offering Capacity Following “Baby Shelf” Transition
Yesterday, the SEC’s Division of Corporation Finance published new Corporation Finance Interpretation (CFI, formerly referred to as Compliance and Disclosure Interpretations, or C&DIs) 116.26, addressing a discrete but practically important question for issuers conducting at-the-market (ATM) offerings on Form S-3…
SEC Staff Updates Guidance to Enable IPOs During Government Shutdown
Blog October 20, 2025
SEC Staff Updates Guidance to Enable IPOs During Government Shutdown
The Securities and Exchange Commission’s Division of Corporation Finance updated its government shutdown guidance on October 9, 2025 to provide a more flexible path for initial public offerings (IPOs) and other registered offerings to proceed while the SEC is not fully operational…
Congress Considering Securities Offering Reform to Encourage Capital Formation
Blog March 28, 2025
Congress Considering Securities Offering Reform to Encourage Capital Formation
On Tuesday, March 5th, the U.S. House Financial Services Committee debated several bills that could have a significant impact on capital formation in private and public markets…
SEC Expands Confidential Registration Statement Submission Process
Blog March 28, 2025
SEC Expands Confidential Registration Statement Submission Process
On March 3, 2025, the Staff of the SEC Division of Corporate Finance announced an expansion of the accommodations that allow issuers to confidentially submit draft registration statements (DRSs) for nonpublic review…
2024 OASB Report on IPO Activity and Small Public Companies
Blog December 17, 2024
2024 OASB Report on IPO Activity and Small Public Companies
The SEC Office of the Advocate for Small Business Capital Formation has released its Annual Report for Fiscal Year 2024, shedding light on the current state of IPOs and the challenges faced by small public companies in the U.S…
2020: The Year of the SPAC
Blog September 25, 2020
2020: The Year of the SPAC
2020 has been a banner year for IPOs by special purpose acquisition companies, or SPACs. Over 100 SPAC IPOs have closed so far in 2020, with aggregate gross proceeds of approximately $42.1 billion and an average IPO size of $382.4 million.[1] This represents a dramatic increase from 2019, in which 59 SPAC IPOs closed, with aggregate gross proceeds of approximately $13.6 billion and an average IPO size of $230.5 million…
SEC Proposes Rule Changes Intended to Streamline Disclosures of Business Operations, Risk Factors and Legal Proceedings
Blog August 15, 2019
SEC Proposes Rule Changes Intended to Streamline Disclosures of Business Operations, Risk Factors and Legal Proceedings
The SEC recently proposed revisions to Regulation S-K to streamline public companies' disclosures of their business operations, risk factors and legal proceedings.  The proposed revisions affect Items 101(a) and (c), 103 and 105 of Regulation S-K. Among other changes, the proposed rules would revise the requirements related to the general business description by adopting: a more principles-based approach that will require each company to address matters material to its business…
Public Offerings May Continue, Despite SEC Shutdown.
Blog January 15, 2019
Public Offerings May Continue, Despite SEC Shutdown.
The SEC's Division of Corporation Finance has posted helpful FAQs about the impact of the government shutdown on registration statements for public offerings.  During the shutdown, the SEC will not declare registration statements effective, but companies still have several options that may enable them to pursue their offerings. Well-known seasoned issuers can continue to file automatically effective registration statements, and companies with already effective shelf registration statements……
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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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