Capital markets in the United States provide an unparalleled source of investment capital, measured in trillions of dollars. U.S. markets and rules allow companies to raise funds on an expedited and economically efficient...more
8/3/2022
/ Beneficial Owner ,
Capital Markets ,
Disclosure Requirements ,
Emerging Growth Companies ,
Executive Compensation ,
Exemptions ,
Framework Agreement ,
Initial Public Offering (IPO) ,
New Regulations ,
Safe Harbors ,
Securities Act of 1933 ,
Shareholders
The SEC’s amendments mandate electronic filing of Form 144 and certain other documents, providing investors with more immediate access to information.
Individuals who wish to sell restricted securities that will require...more
Capital markets in the United States provide an unparalleled source of investment capital, measured in trillions of dollars. U.S. markets and rules allow companies to raise funds on an expedited and economically efficient...more
8/11/2021
/ Beneficial Owner ,
Capital Markets ,
Deferred Compensation ,
Disclosure Requirements ,
Executive Compensation ,
New Regulations ,
Reporting Requirements ,
Sarbanes-Oxley ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Exchange Act of 1934
The amendments are designed to increase focus on material information while simplifying compliance efforts.
The amendments eliminate the five-year selected financial data requirement, limit selected quarterly financial...more
1/11/2021
/ Compliance ,
Disclosure Requirements ,
EDGAR ,
Federal Register ,
Foreign Private Issuers ,
Form 10-K ,
Initial Public Offering (IPO) ,
Liquidity ,
MD&A Statements ,
New Amendments ,
PCAOB ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Smaller Reporting Companies
A roundup of the principal new rules and amendments promulgated by the SEC in 2020 that public companies with December 31 fiscal years should consider when preparing their Annual Reports on Form 10-K for 2020.
Public...more
1/7/2021
/ Amended Rules ,
Annual Reports ,
Compliance ,
Corporate Counsel ,
Disclosure Requirements ,
E-Signatures ,
EDGAR ,
Form 10-K ,
Human Capital ,
Hyperlink ,
Materiality ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Factors ,
Securities and Exchange Commission (SEC)
On November 2, 2020, the Securities and Exchange Commission (SEC) adopted amendments to its exempt offering rules, including Regulation D and Regulation A (Amendments). Many of the Amendments largely harmonize the existing...more
11/16/2020
/ Crowdfunding ,
General Solicitation ,
Offerings ,
Regulation A ,
Regulation D ,
Rule 152 ,
Rule 506 Offerings ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Shelf Registration
An expanded universe of individuals and entities will be able to participate as “accredited investors” in securities offerings as a result of recent SEC rulemaking.
The SEC has expanded its definition of “Accredited...more
9/10/2020
/ Accredited Investors ,
Certifications ,
Federal Register ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Investment Company Act of 1940 ,
Private Funds ,
Private Offerings ,
Proposed Amendments ,
Rural Business Investment Companies (RBICs) ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
Companies will need to address these amendments when preparing their future SEC reports to reflect the SEC’s changes to certain long-standing disclosure requirements.
Items 101 (Description of Business), 103 (Legal...more
A. Scope of Publication
This publication:
- summarizes the U.S. federal securities laws, rules and regulations that apply to debt restructurings (see Part II. below);
- describes various types of debt restructurings (see...more
Here are some questions underwriters should consider asking.
Underwriters should seek to understand all material impacts of COVID-19 on an issuer to ensure that such matters have been properly disclosed to investors prior to...more
The rule is an expansion of a popular modernization reform previously only available to emerging growth companies.
All issuers considering a registered securities offering will now be able to engage in “testing-the-waters”...more
10/31/2019
/ Accredited Investors ,
Corporate Issuers ,
Emerging Growth Companies ,
Initial Public Offering (IPO) ,
Institutional Investors ,
JOBS Act ,
New Rules ,
Public Offerings ,
Qualified Institutional Buyers ,
Registration Statement ,
Regulation D ,
Regulation FD ,
Rule 144A ,
Rule 163B ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Testing-the-Waters Communications
As mandated by the 2015 FAST Act, the amendments will simplify disclosure requirements, reduce costs and burdens and improve access to information.
The amendments will provide for the redaction of confidential and...more
On February 19, 2019, the Securities and Exchange Commission (SEC) proposed a rule that would generally permit all issuers to “jump the gun”—that is, to make offers to certain institutional investors prior to the filing of a...more
2/26/2019
/ Accredited Investors ,
Comment Period ,
Emerging Growth Companies ,
Gun-Jumping ,
Institutional Investors ,
Merger Controls ,
Mergers ,
Proposed Rules ,
Qualified Institutional Buyers ,
Registration Statement ,
Regulation FD ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Tax Cuts and Jobs Act ,
Testing-the-Waters Communications
The U.S. Securities and Exchange Commission has issued guidance on cybersecurity disclosure.
Companies must establish and maintain appropriate disclosure controls and procedures to make accurate and timely disclosures of...more
2/27/2018
/ Cybersecurity ,
Data Protection ,
Disclosure Requirements ,
Financial Statements ,
Guidance Update ,
Insider Trading ,
Interpretive Opinions ,
Materiality ,
Policies and Procedures ,
Popular ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Risk Management ,
Securities and Exchange Commission (SEC)
The so-called “Fixing America’s Surface Transportation Act” or “FAST Act” was signed into law on December 4, 2015. Buried in the legislation are changes to the JOBS Act and the Securities Act of 1933 that add a statutory...more
The SEC’s final crowdfunding rules, which are largely consistent with the proposed rules, provide broader access to capital for startups and small businesses, though concerns over cumbersome disclosure and regulatory...more
Capital markets in the United States provide an unparalleled source of investment capital, measured in trillions of dollars, for companies located outside the United States. For non-U.S. companies (which we refer to in this...more
7/23/2015
/ Banking Sector ,
Beneficial Owner ,
Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
Financial Institutions ,
Foreign Corporations ,
Foreign Private Issuers ,
Private Offerings ,
Prudential Standards ,
Registration Statement ,
Regulatory Agencies ,
Securities Act of 1933 ,
Securities Exchange Act