All posts by George Wilson

A Workshop for Foreign Private Issuers and Their Advisors

Form 20-F, FPI, SECI News

Foreign private issuer (FPI) reporting is a hot topic in the world of SEC reporting.  Congress recently enacted the Holding Foreign Issuers Accountable Act requiring directors and officers of FPIs to comply with Section 16(a) reporting requirements.  These individuals will be required to file Forms 3, 4 and 5 starting on March 18, 2026.  In addition, as discussed in this Concept Release, the SEC is reconsidering the FPI definition.  Possible changes may result in some companies losing their FPI status and being required to transition to the domestic registrant reporting regimen.

To help FPIs and their advisors prepare for these and other possible changes, our Form 20-F and Foreign Private Issuer In-Depth Workshop will be presented on January 12-13, 2026, at PLI’s New York Conference Center.  You can attend in person or online and learn  more about the workshop here.

As always, your thoughts and comments are welcome!

Chairman Atkins’ Speech – “Revitalizing America’s Markets at 250”

Hot Topic, SEC News

On December 2, 2025, SEC Chairman Paul S. Atkins delivered a speech at the New York Stock Exchange titled “Revitalizing America’s Markets at 250.”  In his speech he discusses the history of our country and capital markets, addressees the impact of disclosure regulation, and enumerates possible disclosure reforms.

In one section of his remarks Chairman Atkins states:

“Over the years, and particularly over the past two decades, special interest groups, politicians, and—at times—the SEC itself have weaponized the disclosure regime that Congress created for our marketplace, in an effort to advance social and political agendas that stray far from the SEC’s mission of facilitating capital formation; protecting investors; and ensuring fair, orderly, and efficient markets.”

He also states:

“One of my priorities as Chairman is to reform the SEC’s disclosure rules with two goals in mind. First, the SEC must root its disclosure requirements in the concept of financial materiality. Second, these requirements must scale with a company’s size and maturity.”

He then outlines areas for possible reform, including simplifying executive compensation disclosures, scaling disclosure rules based on company size, and expanding the IPO on-ramp.

As always, your thoughts and comments are welcome!

SEC Investor Advisory Committee to Discuss Recommendations for AI Disclosure

Hot Topic, SEC News

On December 4, 2025, at 10:00 a.m. EST, the SEC Investor Advisory Committee (IAC) will hold a virtual public meeting which will include discussion about a draft recommendation to the Commission for disclosure by companies about their use of artificial intelligence.  The draft recommendation would require issuers to:

  • Adopt a definition of “artificial Intelligence”,
  • Disclose board oversight mechanisms, if any, for overseeing the deployment of AI, and
  • Report on how issuers are deploying AI and, if material, the effects of AI deployment on internal business operations, and consumer facing matters.

The meeting will be webcast live on the SEC’s website.  You can find the full agenda for the meeting and learn more in this Press Release.

Semiannual Versus Quarterly Reporting – A Bit of History and Perhaps Perspective

SEC Hot Topic, SEC News

Quarterly versus semiannual reporting is a hot topic in the world of SEC reporting.  While there has been no official regulatory action, semiannual reporting has been mentioned and discussed by SEC officials in a number of settings.

The discussion today, however, is not the first focused on this issue.  In the 1950s and 1960s, U.S. public companies reported semi-annually.  It was not until 1970 when quarterly reporting was first required.  In 2018 and 2019, as part of a process to consider returning to semiannual reporting, the SEC issued a formal Request for Comment and received a number of comment letters.  These documents provide a bit of context and enumerate a number of considerations that will likely be relevant for this current discussion.

As always, your thoughts and comments are welcome!

SEC Announces New Policy Addressing the Effect of Arbitration Clauses on Registration Statements

SEC News

On September 17, 2025, the SEC issued a Policy Statement stating that the presence of a mandatory arbitration provision in a corporation’s governing documents will not affect decisions about accelerating effectiveness of registration statements.

In the Press Release announcing the policy, Chairman Paul S. Atkins stated:

“While many people will express views on whether a company should adopt a mandatory arbitration provision, the Commission’s role in this debate is to provide clarity that such provisions are not inconsistent with the federal securities laws.”

You can read a thoughtful discussion about the policy statement, including a historical perspective about merit versus disclosure regulation, in this blog post by Gary Brown of Nelson Mullins Riley & Scarborough titled “Blame FDR, not Atkins, for the SEC’s Policy Statement on Arbitration Provisions.”

Gary is also a SEC Institute workshop leader and chairs PLI’s Understanding the Securities Law conference.

As always, your thoughts and comments are welcome!

SEC Names New Corp Fin Director

SEC News

On September 10, 2025, the SEC announced that James J. Moloney, a partner at Gibson, Dunn & Crutcher LLP, will be the next Director of the Division of Corporation Finance.  You can read more about Mr. Moloney’s background in this Press Release.

Cicely LaMothe, who had been Acting Director, will return to her role as Deputy Director.

As always, your thoughts and comments are welcome.

CorpFin Updates the Financial Reporting Manual

SEC News

On August 28, 2025, CorpFin announced an update to its Financial Reporting Manual for a number of issues, including:

  • Real estate related and miscellaneous revisions from 2020 amendments to the S-X Acquisition Rules,
  • Revisions for amendments to MD&A,
  • Updates for removal of the five-year selected financial data disclosure,
  • Updates for changes to the quarterly supplementary financial information disclosure,
  • Revisions for changes to PCAOB standards and other clarifications related to independent accountants’ involvement, and
  • Other miscellaneous updates.

You can find all the details and a link to the FRM on the FRM webpage.

As always, your thoughts and comments are welcome!