As you may have seen, Donna Anderson is soon leaving her position as T. Rowe’s Global Head of Corporate Governance. Courtney Kamlet & I were lucky enough to catch up with her for the latest episode of “Women Governance Trailblazers” podcast before she moves on to her next chapter. With such a lengthy and impactful career in the corporate governance world, Donna had a lot of insights to share! In this 34-minute episode, we discussed:
1. Donna’s career path, including pivotal moments that led to her leading Corporate Governance at T. Rowe Price, and her compass for decision-making along the way.
2. What has changed the most – and what has stayed the same – over the time that Donna has been involved in the investment and corporate governance world.
3. Predictions for the future of corporate governance.
4. Donna’s favorite part of leading T. Rowe’s proxy voting and engagement process.
5. The types of ongoing engagement interactions that can help if a company is targeted by an activist.
6. Advice for the next generation of women governance trailblazers.
To listen to any of our prior episodes of Women Governance Trailblazers, visit the podcast page on TheCorporateCounsel.net or use your favorite podcast app. If there are governance trailblazers whose career paths and perspectives you’d like to hear more about, Courtney and I always appreciate recommendations! Drop me an email at liz@thecorporatecounsel.net.
The transition to EDGAR Next began in late March. I’ve talked to a few people who said the transition was easier than they expected. For others, the transition has been “truly horrendous” – an actual quote from our Q&A Forum (#12,717). Here’s the question that prompted that response:
Is anyone else having serious issues transitioning to EDGAR Next? For some of our submissions, it’s taking multiple weeks for processing to occur and we’ve actually had clients be locked out of filing. Sytsems going down, getting locked out, resets taking an inordinately long time and staff generally communicating being overwhelmed.
To date, no one has missed a filing that would have cost them S-3 eligibility, but we’re telling clients to try to plan to transition at a time when they don’t think they will need to file anything on EDGAR for a couple weeks (which is sometimes just beyond the client’s control). I have to imagine that if someone did have to request an S-3 waiver as a result of being unable to file that the staff would grant the waiver if you could show the communications and submission materials and related issues. Not sure what you do about a plaintiff suit if something just can’t be disclosed for that period of time. I guess one could still do press releases though that seems a bit odd/potentially an FD issue.
Just curious if we are the only ones having these issues and if anyone is aware of anything being done to address this at the SEC. Maybe they’ve just lost too many people?
It sounds like finding a quiet two-week window is good advice. Here are some other tips that members have shared – please feel free to email Meredith, John or me with any other processes that are working well for you (mervine@ccrcorp.com, john@thecorporatecounsel.net, liz@thecorporatecounsel.net):
1. Promptly reset the CCC to match the code used on the old platform
2. Take the lead for directors who have additional directorships
3. Handle insiders one by one at a time when they don’t expect upcoming filings
Check out our March Section16.net/NASPP webcast – “How to Prepare for EDGAR Next” – for additional info & suggestions, as well as our “Q&A Forum” on this site where we and other members of the community are continuing to receive and respond to questions.
If you’ve started transitioning your company and/or directors to EDGAR Next, how’s it going? Please participate in this anonymous poll to share your experience:
Check out John’s latest “Timely Takes” podcast – featuring Cleary’s J.T. Ho and his monthly update on securities & governance developments. In this 22-minute installment, J.T. reviews:
1. Rule 10b5-1 CDIs
2. Clawback “checkbox” CDIs
3. Tariff disclosure implications
4. Mid-season proxy trends
5. DOJ enforcement priorities
6. Latest SEC happenings
As always, if you have insights on a securities law, capital markets or corporate governance issue, trend or development that you’d like to share in a podcast, we’d love to hear from you. You can email John and/or Meredith at john@thecorporatecounsel.net or mervine@ccrcorp.com.
In Q1 2025, the US IPO market saw a 55% uptick in the number of deals and a modest increase in total proceeds. The health care and technology sectors led the activity, while significant deals across various industries pointed to broader market interest.
That’s from an EY recap of Q1 IPO stats. However, momentum is choppy at best, and as this WSJ article points out, few venture-backed tech companies are rushing to market:
Just nine venture-backed companies went public in the US this year, including several biotechs and a couple of Chinese financial and consumer companies, according to Renaissance. That is fewer than the 11 that began trading in the same period last year.
No American tech company with a large ownership by venture investors has gone public this year yet.
One reason for pause is that new IPOs are likely to be a down-round for VCs who invested at sky-high valuations. A recent article from The Information says that’s been the case for every venture-backed IPO for the past 12 months! Even so, some of those investors may be willing to patiently recover their capital in the public markets. The WSJ notes:
“For many VC-backed names, it’s not a matter of avoiding a down round entirely,” Kennedy said, “as much as mitigating it.”
Companies go public to raise capital and provide liquidity to their investors. And a down-round IPO isn’t destiny—shares can rebound and soar over the longer term. Venture-backed ServiceTitan, for example, went public in December at $71 a share, well below the $118.96 paid by investors for its Series G stock in 2021. At $126.71 at Tuesday’s close, the company’s share price is up almost 80% since the IPO.
So, take heart, set expectations, and be ready to gear up if the IPO window really does open!
If you’re looking for a treasure trove of IPO data, check out these stats from Professor Jay Ritter at the University of Florida. Maybe some of you are already familiar with his work – as his data informs a lot of financial reporting – but I had not done a deep dive.
This particular set looks at info from initial public offerings from 1980 to 2024 – 44 years! – including the type of backing the companies had at the time they went public, age and profitability, and first-day and three-year returns by lead underwriter. We all hear the common refrains that the volume of IPOs has been lower lately and that companies have been waiting longer to go public – but seeing the data puts things in perspective:
1. The median number of IPOs from 1980-2019 was 158 – well above the 72 IPOs last year, 54 in 2023, and 38 in 2022.
2. The average age of companies going public was 9.5 years from 1980-2019, but it’s been ticking up the past several years – from 8 in 2022, to 10 in 2023, to 14 years in 2024.
3. For tech IPOs, valuations at IPO are higher – and IPO profitability is lower. For example, in 2024, the median price-to-sales ratio was about $9-$11, compared to about $3-$4 in 1980. But that’s nothing compared to the dot-com bubble, which reached a height of $49.5!
If you’re interested in these trends, make sure to check out Jay’s page, where you’ll find info on direct listings, SPACs, industry trends, and more.
The Center for Audit Quality (CAQ) SEC Regulations Committee recently published notes from the Committee’s March 5th meeting with the SEC Staff from Corp Fin and the Office of the Chief Accountant. John shared an update from this meeting a couple weeks ago – that segment disclosures (and AI disclosures) rank high on the Staff’s agenda.
Additionally, the meeting involved a discussion about how to apply the “investment test” under Reg S-X Rule 1-02(w)(1)(i)(A)(1) – for purposes of determining the significance of business acquisitions pursuant to Regulation S-X Rule 3-05 – when consideration includes repurchase of the acquiror’s own shares. Here’s an excerpt:
The staff did not analogize to Financial Reporting Manual section 2015.11 in responding as they noted that current Rule 1-02(w) requires adjustments for intercompany eliminations for both the asset and income tests but does not include adjustments for intercompany eliminations for the investment test, including in circumstances when total assets should be used instead of aggregate worldwide market value (i.e., when a company does not have AWMV).
With respect to the use of AWMV in the denominator of the investment test, the staff indicated that because Rule 1-02(w) does not include any adjustments in the investment test for intercompany transactions as the other tests do, there does not appear to be a basis to exclude the repurchase of a registrant’s own shares.
Further, S-X 1-02(w) uses the term “consideration transferred” to determine the numerator of the investment test. The staff notes that “consideration transferred” is a concept in US GAAP (ASC 805) and IFRS. Therefore, if the company includes the value of the shares repurchased in determining the “consideration transferred” under US GAAP or IFRS, the staff believes the full amount of the “consideration transferred” should be reflected in the numerator and there does not appear to be a basis to exclude a portion of the consideration related to the repurchase of shares for the purposes of the investment test.
The usual caveats apply to these notes – they are a summary of discussions, not authoritative, and not an official statement of the Staff. That said, they shed some light on how the Staff views various accounting-related topics. The next Joint Meeting of the Committee and the Staff is set for June 26, 2025.
As I noted around this time last year, the Committee of Sponsoring Organizations of the Treadway Commission (COSO), in collaboration with the National Association of Corporate Directors (NACD), had selected PwC US to assist with developing a Corporate Governance Framework. The work has now been completed, and the result is a public exposure draft that has been published for public comment. The announcement of the Corporate Governance Framework notes:
The Corporate Governance Framework is designed to complement and align with COSO’s Internal Control (IC) and Enterprise Risk Management (ERM) frameworks. It incorporates global leading practices to help organizations enhance governance effectiveness, manage risks proactively, and create long-term value.
The 72-page public exposure draft contemplates a framework that is comprised of six components: (i) oversight; (ii) strategy; (iii) culture; (iv) people; (v) communication; and (vi) resilience. The conclusion states:
Corporate governance is not a static structure but a dynamic, evolving integrated system. When executed effectively, it enables strategy, fosters trust, supports resilience, and creates long-term value for shareholders and stakeholders alike. The integrated application of the six Components— Oversight, Strategy, Culture, People, Communication, and Resilience—provides a foundation for entities to strengthen corporate governance in both principle and practice. By aligning corporate governance with the realities of today’s complex business environment, entities can lead with purpose, respond with agility, and position themselves for success in achieving long-term value.
COSO has also posted some FAQs about the framework and the process. Comments are requested to be submitted or before 11:59 p.m. (ET) on July 11, 2025.
Yesterday, Corp Fin issued yet another statement related to crypto activities. The statement notes:
As part of an effort to provide greater clarity on the application of the federal securities laws to crypto assets, the Division of Corporation Finance is providing its views on certain activities known as “staking” on networks that use proof-of-stake (“PoS”) as a consensus mechanism (“PoS Networks”). Specifically, this statement addresses the staking of crypto assets that are intrinsically linked to the programmatic functioning of a public, permissionless network, and are used to participate in and/or earned for participating in such network’s consensus mechanism or otherwise used to maintain and/or earned for maintaining the technological operation and security of such network. We refer in this statement to these crypto assets as “Covered Crypto Assets” and their staking on PoS Networks as “Protocol Staking.”
The statement goes on to indicate:
It is the Division’s view that “Protocol Staking Activities” (as defined below) in connection with Protocol Staking do not involve the offer and sale of securities within the meaning of Section 2(a)(1) of the Securities Act of 1933 (the “Securities Act”) or Section 3(a)(10) of the Securities Exchange Act of 1934 (the “Exchange Act”).[10] Accordingly, it is the Division’s view that participants in Protocol Staking Activities do not need to register with the Commission transactions under the Securities Act, or fall within one of the Securities Act’s exemptions from registration in connection with these Protocol Staking Activities.
This Staff statement prompted dueling statements with catchy titles from Commissioner Peirce and Commissioner Crenshaw. In her statement, Commissioner Peirce states:
Today’s statement provides welcome clarity for stakers and “staking-as-a-service” providers in the United States. The Division’s statement is applicable to persons who self-stake certain covered crypto assets on a proof-of-stake or delegated proof-of-stake network. It also applies to non-custodial and custodial staking-as-a-service providers that facilitate this type of staking on behalf of others. Additionally, the statement explains that the pairing of certain ancillary services together with non-custodial or custodial staking services, in staff’s view, does not make providing staking services a securities offering. These ancillary services include the provision of slashing coverage, allowing crypto assets to be returned to a staker prior to the end of the protocol’s “unbonding” period, delivering earned rewards based on an alternative rewards payment schedule and in alternative amounts, and aggregating stakers’ crypto assets together for purposes of satisfying a network’s minimum staking requirements.
Channeling the old adage of “fake it ‘till you make it,” today’s statement from the Division of Corporation Finance declares that “protocol staking” – locking up crypto tokens in a blockchain protocol to earn rewards – does not involve an investment contract. Therefore, staff concludes, protocol staking activities, whether performed by an individual or a third-party service on behalf of customers, are not securities subject to SEC jurisdiction.
While acknowledging that its statement “does not alter or amend applicable law,” staff ignores how its conclusions conflict with that applicable law. The applicable law to determine whether something is an investment contract is the Howey test. In multiple enforcement actions, the Commission alleged that staking-as-a-service programs were investment contracts under Howey. Two separate courts upheld the legal basis of these allegations. The Commission recently dismissed one of these actions and today, paving the way for this statement on staking, it dismissed the other. But abandonment of these enforcement actions does not erase the underlying court decisions.
It is pretty wild to see this flurry of Staff statements come out in such rapid succession – and to see Commissioners’ statements published about the Staff statements! Somebody grab me the popcorn, this is getting good.
LinkedIn just reminded me that I joined TheCorporateCounsel.net and its constellation of websites and publications 18 years ago this week. This is particularly notable, because 18 years is the longest I have ever stayed in one job by a pretty wide margin. Looking back over those 18 years, it has been quite a ride!
For a variety of reasons that I would be happy to share with you over a beer someday, 18 years ago I was pretty unhappy with my dream job of serving as Chief Counsel of the Division of Corporation Finance. I had a great deal of familiarity with all of the resources provided by Executive Press (now CCRcorp) as a frequent user of those resources, but it never occurred to me that one day I would be a producing those resources. Along came Broc Romanek, who offered me the opportunity to work from home, write blogs, co-author a treatise and contribute to our various print publications. It seemed like an opportunity that I could not pass up, although I think many others believed that I was crazy for not going after the traditional post-SEC law firm job.
The law firm job inevitably came along, and, at that time, I was ready to get back to practicing law, but I have never given up my chance to be a part of this community, and for that I am very grateful. I am glad that I have the opportunity to share information with you through all of our websites and publications. It is always so gratifying to hear how useful these resources are to your practice. And it is very hard to believe that 18 years can pass by so quickly!