President Trump’s executive orders aimed at Diversity, Equity and Inclusion (DEI) programs and policies, including the executive order titled “Ending Illegal Discrimination and Restoring Merit Based Opportunity” (Executive Order 14173), are impacting the way publicly traded companies approach their DEI-related disclosures.  Although enforcement of the executive orders was recently temporarily halted (as we wrote about here), as calendar year end public companies begin to file their Form 10-K Annual Reports for the fiscal year ended December 31, 2024, we have seen, and expect to continue to see, a shift in new DEI disclosures as compared to prior years.  Companies are paying consideration to whether they want to include such disclosures, how comprehensive such disclosures should be, and what language should be employed to strike an appropriate balance.  

Read about Mintz’s quantitative analysis of SEC comment letters related to climate change and environmental, social, and governance (ESG) principles issued in the next 21-month period from April 1, 2023 to December 31, 2024.

Every year, Mintz provides analysis of the regulatory developments affecting public companies as they approach fiscal year-end filings with the Securities and Exchange Commission and annual shareholder meetings. This memorandum highlights key considerations to guide you through the 2025 year-end reporting process.

Read about an amendment to Nasdaq Listing Rule 5810(c)(3)(A), approved by the SEC on October 7, 2024, which affects companies utilizing reverse stock splits to regain compliance with Nasdaq’s minimum bid price requirements.

Read about the new accelerated filing deadlines for ownership reporting on Schedule 13G that take effect on September 30, 2024 and the requirements for different types of investors.

The SEC issued five new Compliance & Disclosure Interpretations (C&DIs) relating to the materiality assessment and disclosure requirements of material cybersecurity incidents under Item 1.05 of Form 8-K.

Read about a recent statement from Erik Gerding, Director of the SEC’s Division of Corporation Finance, which provided clarification regarding the disclosure of cybersecurity incidents by reporting companies.

Read about how the SEC’s final rules relating to special purpose acquisition companies (SPACs) and other shell companies, which take effect on July 1, 2024, and the agency’s recent guidance on reverse mergers are likely to impact SPAC-related transactions and alternative capital raising transactions.

Public companies need to consider regulatory, legal, market, and ESG-related developments in preparing for their fiscal year-end filings with the SEC and their annual shareholder meetings. In an in-depth memorandum, Mintz attorneys discuss the SEC’s new cybersecurity disclosure rule, recent trends in reverse stock splits, and the SEC’s disclosure requirements for Rule 10b5-1 trading plans and insider trading policies, and other emerging issues affecting public companies.