0COSO Withdraws Proposed Corporate Governance Framework
On July 16, 2025, the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) announced the withdrawal of its draft Corporate Governance Framework (“CGF”). The announcement notes that “[t]he draft CGF has been withdrawn from public comment as COSO takes time to evaluate the extensive feedback received to date and engage further with stakeholders.” COSO and the National Association of Corporate Directors initially published the draft CGF on May 25, 2025 and had recently extended the comment deadline to September 12, 2025.
0PCAOB Chair Resigns
On July 15, 2025, the Public Company Accounting Oversight Board (“PCAOB”) announced that Chair Erica Y. Williams will be leaving the PCAOB on July 22, 2025. She was originally sworn in as PCAOB Chair in January of 2022 and was reappointed in June 2024. On July 15, 2025, the Chairman of the Securities and Exchange Commission (“SEC”) released a statement thanking Chair Williams for her service and stating: “[w]e look forward to advancing our oversight responsibilities of the PCAOB as it continues its important work.” A recent legislative effort to abolish the PCAOB was stopped on procedural grounds in the Senate when Congress was considering the “One Big Beautiful Bill” in June 2025.
0SEC Staff Publishes Revisions to Beneficial Ownership Reporting C&DIs
On July 11, 2025, the staff of the SEC’s Division of Corporation Finance revised eighteen Compliance & Disclosure Interpretations (“C&DIs”) related to beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. The changes to these C&DIs reflected the adoption of amendments to the SEC’s rules in October 2023, which resulted in shorter deadlines for Schedule 13D and Schedule 13G filings, among other regulatory changes.
0Upcoming SEC Small Business Capital Formation Advisory Committee Meeting to Focus on Regulation A and Finders
On July 7, 2025, the SEC announced that its Small Business Capital Formation Advisory Committee (“Advisory Committee”) will hold a public meeting on Tuesday, July 22, 2025 to explore Regulation A and the topic of “finders,” which refers to persons who assist companies with capital-raising activities in private markets. According to the SEC’s announcement, the meeting will begin by finalizing a discussion of potential regulatory improvements to Regulation A, building upon ideas generated during a previous meeting of the Advisory Committee. The Advisory Committee will then discuss the topic “finders,” who may provide access to capital for founders who are building businesses outside of prominent entrepreneurial hubs or without robust capital-raising networks. The meeting will be open to the public at the SEC’s headquarters, as well as via webcast on the SEC’s website.
0California Air Resources Board Releases FAQs on Climate Disclosure Requirements
In October 2023, the State of California enacted the Climate Corporate Data Accountability Act (“SB 253”) and the Climate-Related Financial Risk Act (“SB 261”), which together require climate-related disclosure by certain companies doing business in the state. On July 9, 2025, the California Air Resources Board (“CARB”), which is tasked with developing rules to implement the disclosure requirements, released a set of Frequently Asked Questions related to the status of its regulatory development and information regarding the submission of initial reports by impacted corporations. CARB states that the guidance is intended to assist companies with initial planning, including for submitting climate-related financial risk reports by January 1, 2026 (notwithstanding that CARB has not committed to issuing final rules by such date). CARB further states that it will exercise its enforcement discretion such that, for the first report due in 2026, on a date to be set by CARB through the regulatory process, reporting entities may submit Scope 1 and Scope 2 emissions from the reporting entity’s prior fiscal year that can be determined from information the reporting entity already possesses or is already collecting at the time the Notice was issued in December 2024. The rules underlying such disclosure requirements remain subject to legal challenges in federal court.
0Goodwin’s Second Quarter 2025 Form 10-Q Review Checklist Available
Goodwin’s Form 10-Q review checklist, updated for the quarter ended June 30, 2025, for companies with a December 31 fiscal year end is now available on the firm’s Year End Toolkit resource page. The review document includes discussion of the potential disclosure implications of the “One Big Beautiful Bill,” which was signed into law on July 4, 2025.
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