Public Company Advisory: Q1 2025 SEC Snapshots

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The members of Maynard Nexsen’s Public Company Advisory Practice counsel public companies and companies aiming to become public on the full range of matters shaping their governance and operation in the public markets. As a continued service to our clients, we provide a quarterly summary of important developments affecting public companies. Top trending items for the first quarter of 2025 are listed below (in chronological order and with embedded links to the source materials):

• EY published a report on board priorities for 2025 (January 13, 2025)
• The SEC settled charges against a registrant for making misleading statements about its artificial intelligence (AI) product (January 14, 2025)
• The SEC filed a complaint against Elon Musk for beneficial ownership reporting violations (January 14, 2025)
• The SEC approved a proposed NYSE rule amendment addressing the use of reverse stock splits to maintain compliance with continued listing standards (January 14, 2025)
• The SEC adopted amendments to various rules to correct technical errors (January 17, 2025)
• The SEC approved a proposed Nasdaq rule change to modify the delisting process for certain stocks that fail to regain compliance with the minimum bid price requirement (January 17, 2025)
• The SEC announced that the President designated Commissioner Mark Uyeda as the Acting SEC Chair (January 20, 2025)
• The SEC issued Staff Accounting Bulletin (SAB) No. 122 to rescind SAB No. 121 which addressed cryptocurrency (January 23, 2025)
• The SEC approved a Nasdaq proposed rule to eliminate the board diversity disclosure requirements (January 24, 2025)
• The SEC Division of Corporation Finance updated its Compliance and Disclosure Interpretations (CDIs) on notices of exempt solicitations (January 27, 2025)
• Nasdaq published an issuer alert addressing notification requirements for reverse stock splits (January 30, 2025)
• NYSE published its annual listed company compliance guide (January 31, 2025)
• CalPERS published its 2025 proxy voting guidelines (January 31, 2025)
• Vanguard published its voting policies for 2025 (January 31, 2025)
• Broadridge published its 2025 annual meeting handbook (January 31, 2025)
• The PCAOB published guidance on audit firms’ use of specialists (February 4, 2025)
• The SEC announced a new Fedwire payment format for paying filing fees (February 7, 2025)
• The SEC announced that two proposed PCAOB rules, on audit firm reporting and audit firm and engagement metrics, had been withdrawn (February 11, 2025)
• The SEC Division of Corporation Finance updated its CDIs on beneficial ownership reporting (February 11, 2025)
• ISS announced a new voting policy on board diversity (February 11, 2025)
• The SEC published Staff Legal Bulletin (SLB) No. 14M, rescinding SLB No. 14L and addressing the grounds for a company to exclude shareholder proposals under Rule 14a-8(i)(5) and (i)(7) (February 12, 2025)
• Deloitte and the Center for Audit Quality published a report on audit committee practices (February 12, 2025)
• The President signed an order placing limits on rulemaking activities of independent agencies (including the SEC) (February 18, 2025)
• PwC published an analysis of industry-specific SEC comment letter trends (February 19, 2025)
• Intelligize published a report on the risks of the U.S. - China trade war for public companies (February 25, 2025) (free registration required)
• State Street published a new voting policy (February 28, 2025)
• The SEC issued guidance expanding eligibility to submit draft registration statements for nonpublic review by the SEC Staff (March 3, 2025)
• The SEC Division of Corporation Finance issued five new CDIs addressing the tender offer rules (March 6, 2025)
• The SEC Division of Corporation Finance updated one Securities Act Section CDI and one Securities Act Form CDI, each addressing the use of Forms S-4 and F-4 (March 6, 2025)
• The SEC published a final rule revoking delegated authority for the Director of the Division of Enforcement to open formal investigations without SEC approval (March 10, 2025)
• Glass Lewis published a Supplemental Statement on diversity considerations at U.S. public companies (March 10, 2025)
• The SEC approved a proposed Nasdaq rule change to modify initial listing requirements related to liquidity (March 12, 2025)
• The SEC Division of Corporation Finance updated a total of 24 CDIs related to exempt offerings of securities (March 12, 2025)
• The SEC published a Small Entity Compliance Guide on using EDGAR Next (March 12, 2025)
• T. Rowe Price updated its proxy voting guidelines (March 13, 2025)
• The SEC adopted an update to the EDGAR Filer Manual, including to address EDGAR Next (March 17, 2025)
• The Division of Corporation Finance released updates to a total of 8 CDIs, addressing, among other matters, the effectiveness of non-automatic Form S-3 registration statements between the filing of the 10-K and the proxy statement (March 20, 2025)
• Diligent published its 2025 proxy season preview (March 24, 2025)
• Delaware enacted major amendments to the Delaware General Corporation Law (March 25, 2025)
• KPMG published a study on trends in reporting material weaknesses in internal controls (March 26, 2025)
• The SEC voted to end its defense of the climate disclosure rules (March 27, 2025)
• The PCAOB published a report on inspections of public company audit firms (March 31, 2025)
• KPMG published a recap of regulatory developments in the first quarter of 2025 (March 31, 2025)
• Nasdaq published a white paper on improving access to the public markets (March 31, 2025)
• Spencer Stuart published a study on board refreshment (March 31, 2025)

For additional information about any of the above developments, or to discuss any questions that you may have, please contact a member of Maynard Nexsen’s Public Company Advisory Group.

This Client Alert is for information purposes only and should not be construed as legal advice. The information in this Client Alert is not intended to create and does not create an attorney-client relationship.