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SEC Adopts New Climate-Related Disclosure Rules Without Scope 3 Greenhouse Gas Disclosure Requirement

After much anticipation, the Securities and Exchange Commission (SEC) adopted last week its climate-related disclosure rules. The adoption of the rules included a press release available here and a fact sheet available here....more

SEC Preparing Issuers for Upcoming Climate related Disclosures Rules

On September 22, 2021, the Division of Corporation Finance of the U.S. Securities and Exchange Commission released a sample comment letter containing comments that Division Staff could issue regarding an issuer’s...more

SEC Preparing Issuers for Upcoming Climate-Related Disclosures Rules

On September 22, 2021, the Division of Corporation Finance of the U.S. Securities and Exchange Commission released a sample comment letter containing comments that Division Staff could issue regarding an issuer’s...more

The SEC Adopts Amendments to Regulation Crowdfunding

On November 2, 2020, the Securities and Exchange Commission adopted amendments to expand Regulation Crowdfunding by increasing offering limits, revising certain investment limits and permitting the use of certain special...more

The SEC Adopts Amendments to the Shareholder Proposal Rule

On September 23, 2020, the Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 14a-8, also known as the “shareholder proposal rule.” The SEC press release announcing the adopted changes are...more

SEC Amends Disclosures of Human Capital Resources Under Regulation S-K

On August 26, 2020, the Securities and Exchange Commission (SEC) announced the adoption of several amendments to take effect 30 days after publication in the Federal Register, including an amendment to Item 101(c) of...more

Main Street Lending Program Update: Lenders Accepting Applications

The Boston Federal Reserve Board (Fed) announced that the Main Street Lending Program (MSLP) is fully operational. Approved lenders across the country are now accepting MSLP applications for loans ranging from $250,000 to...more

PPP Update Forgiveness Gets More Flexibility and Clarity as Congress Passes Paycheck Protection Program Flexibility Act of 2020 on...

On Friday, June 5, 2020, the Paycheck Protection Program Flexibility Act of 2020 was signed into law by President Trump, after being approved by both the U.S. Senate and U.S. House of Representatives. The new legislation...more

Paycheck Protection Program Update: More Funds but More Clarity on Economic Uncertainty-Make Sure Your Certification is Accurate

UPDATED MAY 13, 2020: The FAQs were just updated to include a new FAQ #46 regarding the good faith ‘economic necessity’ certification. This should give many borrowers more comfort in moving forward with their loans....more

CARES Act Programs Available to Small Businesses

The CARES Act provides several programs to assist small businesses impacted by the COVID-19 pandemic, including favorable loan terms, significant temporary tax breaks, and employee retention credits. Below are key terms of...more

Federal Reserve Announces Creation of New $600 Billion Main Street Lending Program to Facilitate Lending to Small and Medium-Sized...

The Federal Reserve Board (Fed) released this morning the first details of its new Main Street Lending Program, which was authorized in the CARES Act. This was one of nine lending programs simultaneously announced by the Fed,...more

CARES Act SBA Loan Programs Augmented Who is Small and What Does Affiliation Mean

The COVID-19 novel coronavirus pandemic (“COVID-19”) threatens to devastate businesses worldwide, and U.S. small businesses are no stranger to this threat. The CARES Act—a $2 trillion stimulus package—may provide some relief...more

CARES Act - Look Here First for Financing: Coronavirus Aid, Relief and Economic Security (CARES) Act

Relief for Small Businesses - The federal CARES Act, if enacted in its current form, would contain several provisions which are intended to provide assistance and resources for small businesses impacted by the current...more

SEC Leadership Statement on Audit Committee Responsibilities

Just before the new year, top leadership of the Securities and Exchange Commission (SEC) provided guidance to public company audit committees as to those areas that they believe need special focus during the upcoming...more

Is the Middle Class Being Unfairly Denied Access to Private Investments?

The SEC issued a concept release on June 18, 2019 seeking public comment on a broad range of issues relating to private offerings of securities. The SEC’s stated goal is “to simplify, harmonize and improve the exempt...more

Better Late Than Never Nasdaq Proposes to Clean Up 2002 Revisions to Rule 5605

The Nasdaq Stock Market (“Nasdaq”) filed with the SEC a proposed rule change on June 12, 2019 that would clean up the wording of its 2002 revisions to Rule 5605 addressing standards for independent directors. The proposed...more

TOP TAKEAWAYS IN THE WORLD OF: Securities Regulation

KTS partners David Eaton and David Stockton participated recently in the “Advanced Securities Law” seminar sponsored by the State Bar of Georgia in Atlanta. Mr. Eaton chaired the program and Mr. Stockton presented on...more

Keep Your Eye On The Non GAAP Ball

A recent enforcement action by the SEC against ADT, Inc. shows that compliance with Non-GAAP financial measure regulations still needs some work and that the SEC is still closely watching the area. The SEC has been very...more

Low Vote Share Debate Heats Up

The debate over the propriety of offering low or no-vote shares in IPOs has been at a slow boil for years. But since no-vote shares were first offered to the public in March 2017, things have heated up. What had been...more

Delaware Encourages Use of “Blockchain” Technology for Corporate Recordkeeping

Amendments to the Delaware General Corporation Law (“DGCL”) allowing for the use of “distributed ledgers”, or “Blockchain” technology, for corporate recordkeeping, including stock ledgers, became effective on August 1, 2017....more

Big Changes Coming to the Form and Substance of Auditor’s Reports

In early June, the PCAOB adopted a new auditing standard (AS No. 3101) that will fundamentally change the format and substance of the audit reports provided by outside auditors to their public company clients. This is big...more

Supreme Court to Consider Fundamental Issues in Omissions-Based Fraud Cases

The Supreme Court recently agreed to review a case which has split the circuit courts and has potentially huge implications for disclosure liabilities of public companies. The case, Leidos Inc. v Indiana Retirement System,...more

Disclosing Election of a New Director: Remember Item 5.02(d) of Form 8-K When Doing a Merger

All competent securities lawyers know that Item 5.02(d) of Form 8-K requires a filing, on Form 8-K, whenever a public company elects a new director other than pursuant to a shareholder vote at an annual meeting or a special...more

Top Takeaways: State of the Current Southeastern M&A Market

Kilpatrick Townsend partner David A. Stockton recently joined other industry leaders at the “BDO 2016 Year-End Client Conference” in Atlanta. Mr. Stockton, along with fellow panelists representing investment bankers, fund...more

Wave of SEC Enforcement Actions Reinforces Importance of Strong Compliance Culture

On September 10, 2014, the Securities and Exchange Commission (the “SEC”) announced charges against 18 individuals and ten investment firms for violating federal securities laws that require prompt reporting about their...more

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