Alice Hsu

Alice Hsu

Akin Gump Strauss Hauer & Feld LLP

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SEC Staff Clarifies Rules for Abbreviated Debt Tender or Debt Exchange Offers (aka Five-Day Tender Offers)

On November 18, 2016, the Staff of the Securities and Exchange Commission (SEC) issued new Compliance and Disclosure Interpretations (C&DIs) (Questions 162.01 through 162.05) to provide guidance on the Abbreviated Tender or...more

11/22/2016 - Abbreviated Offers C&DIs Debt Securities No-Action Letters Regulation S-X Rule 144A SEC

SEC Proposes Rule to Shorten Settlement Period from T+3 to T+2; Eliminates Requirement for Tandy Language

Proposed rule to shorten settlement period from T+3 to T+2 - On September 28, 2016, the U.S. Securities and Exchange Commission (SEC) proposed an amendment to shorten the standard settlement cycle for broker-dealer...more

10/15/2016 - Broker-Dealer Disclosure Requirements Proposed Rules SEC Securities Exchange Act Securities Transactions Tandy Letter

Investigators Continue to Scrutinize Climate Change Disclosures

Critics Claim “Intimidation” - Earlier this month, on September 14, 2016, feuding parties gathered before the House Committee on Science, Space and Technology to address the legitimacy of subpoenas sent to the New York...more

9/28/2016 - Attorney Generals Climate Change Disclosure Requirements Energy & Climate Debates FBI Fraud Government Investigations Legislative Committees Oil & Gas Publicly-Traded Companies SEC Subpoenas

SEC Announces Enforcement Actions Under its Muni Bond Disclosure Initiative

Last week, the Securities and Exchange Commission (SEC) announced that it brought enforcement actions against 71 municipal issuers and other obligated persons as part of the SEC’s Municipalities Continuing Disclosure...more

8/30/2016 - Disclosure Requirements Enforcement Actions MCDC Municipal Securities Issuers Municipal Securities Market SEC Underwriting

Energy SPACs

In the first quarter of 2016, two energy-focused, special-purpose acquisition companies (SPACs) made their Nasdaq market debuts, including 2016’s largest U.S. initial public offering (IPO) to date. On February 29,...more

4/13/2016 - IPO Nasdaq Private Placements Shell Corporations Special Purpose Entities

Top 10 Topics for Directors in 2016: Proxy Access

Proxy Access - 2015 was a turning point for shareholder proposals seeking to implement proxy access, which gives certain shareholders the ability to nominate directors and include those nominees in a company’s proxy...more

2/2/2016 - CalPERS CalSTRS Institutional Investors Proxy Access Rule 14a-8(i)(9) Shareholder Proposals TIAA CREF Vanguard

Top 10 Topics for Directors in 2016: Executive Compensation

Executive and Director Compensation - Perennially in the spotlight, executive compensation will continue to be a hot topic for directors in 2016. But this year, due to the SEC’s active rulemaking in 2015, directors will...more

1/26/2016 - Board of Directors Corporate Governance Dodd-Frank Executive Compensation SEC

Top 10 Topics for Directors in 2016: Audit Committees

Audit Committees - Averaging 8.8 meetings a year, audit continues to be the most time-consuming committee.i Audit committees are burdened not only with overseeing a company’s risks, but also a host of other...more

1/18/2016 - Audit Committee Board of Directors Corporate Governance IRS SEC

Top 10 Topics for Directors in 2016: Risk Management

Risk Management - Risk management goes hand in hand with strategic planning — it is impossible to make informed decisions about a company’s strategic direction without a comprehensive understanding of the risks involved....more

1/15/2016 - Board of Directors Corporate Governance Risk Management

Top 10 Topics for Directors in 2016: Cybersecurity

Cybersecurity - Nearly 90 percent of CEOs worry that cyber threats could adversely impact growth prospects, up from nearly 70 percent the previous year. Yet, in a recent survey, nearly 80 percent of the more than 1,000...more

1/15/2016 - Board of Directors Corporate Governance Cybersecurity Popular Risk Management

Top 10 Topics for Directors in 2016: M&A Developments

M&A Developments - M&A activity has been robust in 2015 and is on track for another record year. According to Thomson Reuters, global M&A activity exceeded $3.2 trillion, with almost 32,000 deals during the first three...more

1/15/2016 - Acquisitions Board of Directors Corporate Governance Mergers

Top 10 Topics for Directors in 2016: Board Composition and Succession Planning

Board Composition and Succession Planning - Boards have to look at their composition and make an honest assessment of whether they collectively have the necessary experience and expertise to oversee the new opportunities...more

1/15/2016 - Board of Directors Corporate Governance Succession Planning

Top 10 Topics for Directors in 2016: Social Media

Social Media - Companies that ignore the significant influence that social media has on existing and potential customers, employees and investors do so at their own peril. Last quarter, Facebook reported daily active...more

1/15/2016 - Board of Directors Corporate Governance Facebook Online Reputation Reputation Management Social Media Twitter

Top 10 Topics for Directors in 2016

Top 10 Topics for Directors in 2016 U.S. public companies face a host of challenges as they enter 2016. Here is our annual list of hot topics for the boardroom in the coming year... Please see full Alert below for more...more

12/31/2015 - Audit Committee Board of Directors Corporate Governance Cybersecurity Shareholder Activism

Top 10 Topics for Directors in 2016: Shareholder Activism

Shareholder Activism - Shareholder activism and “suggestivism” continue to gain traction. With the success that activists have experienced throughout 2015, coupled with significant new money being allocated to activist...more

12/23/2015 - Audit Committee Board of Directors Corporate Governance Cybersecurity Proxy Access Shareholder Activism Strategic Planning

Top 10 Topics for Directors in 2016: Strategic Planning Considerations

Strategic Planning Considerations - Strategic planning continues to be a high priority for directors and one to which they want to devote more time.i Figuring out where the company wants to — and where it should want to...more

12/18/2015 - Climate Change Corporate Governance Corporate Social Responsibility Oil & Gas Strategic Planning

SEC Staff Clarifies Guidance on Exclusion of Conflicting Shareholder Proposals and the Ordinary Business Operations Basis for...

On October 22, 2015, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (SEC) issued clarifying guidance upending previous interpretations regarding the exclusion of conflicting...more

11/10/2015 - Conflicting Proposals Ordinary Business Exception Rule 14a-8(i)(9) SEC Shareholder Proposals Trinity Wall Street Wal-Mart

SEC Solicits Input on Revising Disclosure Rules Regarding Audit Committees

In a Securities and Exchange Commission (SEC) concept release issued earlier this month, the SEC requested the public’s input on more than 70 questions surrounding the sufficiency of current disclosure requirements on audit...more

7/24/2015 - Audit Committee Comment Period Disclosure Requirements Emerging Growth Companies Regulation S-K Sarbanes-Oxley SEC

SEC Advised to “Do No Harm” to Accredited Investor Definition

At its meeting on March 4, the SEC’s Advisory Committee on Small and Emerging Companies approved its rather limited recommendations to update the definition of “accredited investor” as it applies to natural persons as found...more

3/10/2015 - Accredited Investors Emerging Growth Companies IPO Public Offerings Regulation D Rule 506 Offerings SEC Securities Act of 1933 Small Business

SEC Investor Alert: How to Be a Smart Investor Online

Earlier last week, the SEC’s Office of Investor Education and Advocacy issued an Investor Alert reminding investors seeking information and advice online to be wary of fraudulent investment schemes involving social media. In...more

11/24/2014 - Investors Risk Alert SEC Securities Fraud Social Media Social Networks

Exempt Intrastate Offers: Advertising and Soliciting on Websites and Social Media

The SEC elaborates on how to utilize online general advertising and solicitation while complying with the requirements of the Rule 147 Exemption for Intrastate Offerings A recent Securities and Exchange Commission...more

11/3/2014 - Advertising Compliance Internet SEC Social Media Websites

One Step Closer to a Revised “Accredited Investor” Definition

At its meeting on October 9, the Securities and Exchange Commission (SEC) Investor Advisory Committee recommended (by voice vote, with one dissent) that the SEC adopt significant updates to the definition of “accredited...more

10/16/2014 - Accredited Investors Compliance Investors SEC

SEC Provides New C&DIs on Verifying Accredited Investor Status

In early July, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance issued several new interpretations (at 255.48-49 and 260.35-38) (C&DI) relating to the verification of “accredited investor” status...more

7/10/2014 - Accredited Investors Compliance Investors Rule 506(c) Safe Harbors SEC

SEC to Revise “Accredited Investor” Definition — for Better or Worse?

In connection with the duties imposed on it by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC is set to come out with further revisions to the definition of “accredited investor” in July 2014. Under...more

7/1/2014 - Accredited Investors Dodd-Frank Investment Company Act of 1940 Private Placements Rule 506 Offerings SEC

Additional SEC Guidance on Social Media: Division of Investment Management Q&As and Division of Corporation Finance C&DIs

The Division of Investment Management of the Securities and Exchange Commission (“SEC”) recently released IM Guidance Update No. 2014-4 to clarify the practical application of the testimonial rule for third-party commentary...more

4/24/2014 - Electronic Communications Investment Adviser SEC Social Media Third-Party Risk

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