Coming out of the Great Recession, there was a rush by real estate sponsors to raise “blind pool” capital to take advantage of displacement and distress in the real estate market. From 2009 through 2010, 30 new public real...more
9/20/2023
/ Capital Raising ,
Commercial Property Owners ,
Disclosure Requirements ,
Financial Distress ,
Initial Public Offering (IPO) ,
Investors ,
Offerings ,
Past Performance ,
Real Estate Investments ,
Regulation A ,
Regulation CF ,
REIT ,
Securities and Exchange Commission (SEC) ,
Sponsors
In March 2015, the Securities and Exchange Commission (SEC) adopted amendments to Regulation A, which expanded the Regulation A exemption from the Securities Act of 1933 (the Securities Act) registration for public offerings...more
7/18/2023
/ Capital Formation ,
Corporate Issuers ,
Enforcement Actions ,
Financial Statements ,
Offerings ,
Publicly-Traded Companies ,
Regulation A ,
SEC Comment Letter Process ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Settlement
In recent periods, a number of prominent non-traded real estate investment trusts (REITs) disclosed that repurchase requests from stockholders under their share repurchase plans exceeded monthly or quarterly repurchase limits...more
On December 13, 2022, the staff of the Division of Corporation Finance (the “staff”) of the Securities and Exchange Commission (the “SEC”) published seven new or revised Compliance and Disclosure Interpretations (“C&DIs”)...more
On December 13, 2022, the staff of the Division of Corporation Finance (the “staff”) of the Securities and Exchange Commission (the “SEC”) published seven new or revised Compliance and Disclosure Interpretations (“C&DIs”)...more
12/20/2022
/ C&DIs ,
Corporate Governance ,
Disclosure Requirements ,
Financial Reporting ,
Form 10-K ,
Form 10-Q ,
Form 8-K ,
GAAP ,
New Guidance ,
Non-GAAP Financial Measures ,
Publicly-Traded Companies ,
Regulation S-X ,
Securities and Exchange Commission (SEC)
When a public REIT acquires or disposes of real estate, the transaction may trigger financial disclosure requirements under SEC rules and guidance. Specifically, Rule 3-14 of Regulation S-X (“Rule 3-14”) sets forth the...more
11/16/2022
/ Acquisitions ,
Commercial Leases ,
Disclosure Requirements ,
Financial Statements ,
Form 10-K ,
Real Estate Investments ,
Real Estate Transactions ,
Real Estate Transfers ,
Regulation S-X ,
REIT ,
Securities and Exchange Commission (SEC)
The U.S. Securities and Exchange Commission (“SEC”) has adopted amendments to several of the financial disclosure requirements in Regulation S-K. Continuing the SEC’s efforts to modernize and streamline its disclosure...more
More than 15 years ago, on behalf of an internationally recognized financial services firm, Goodwin created the first open-ended non-traded REIT structure that allowed for regular sales and redemptions at net asset value...more
The staff of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) has published nine Compliance and Disclosure Interpretations (C&DIs) relating to the Inline XBRL rules adopted in June 2018 and...more
After several years and a number of studies and related actions, the Securities and Exchange Commission (SEC) has adopted a series of amendments to its rules and forms that deal with requirements that have become “redundant,...more
It appears likely that the CEO pay ratio disclosure rule adopted by the Securities and Exchange Commission in 2015 will require companies that are subject to the rule to begin including CEO pay ratio disclosure for 2017...more
On July 10, 2017, the SEC will begin allowing all filers to voluntarily submit nonpublic, draft registration statements for initial public offerings and certain other registrations. This expands a popular provision of the...more
The NYSE has recently proposed two notable amendments to its rules. The first proposal would require listed companies to notify the NYSE at least 10 minutes before the company announces any dividend or stock distribution,...more
The staff of the Division of Corporation Finance of the Securities and Exchange Commission has issued three additional responses to company no-action requests to exclude shareholder-proposed amendments to proxy access bylaw...more
The Nasdaq Stock Market LLC (Nasdaq) has adopted a new rule that will require each Nasdaq-listed company to publicly disclose compensation or other payments by third parties to any current director or nominee for director in...more
7/18/2016
/ Board of Directors ,
Compensation Agreements ,
Director Compensation ,
Director Nominations ,
Disclosure Requirements ,
Executive Compensation ,
Form 10-K ,
Golden Leash Arrangements ,
Indemnity Agreements ,
Information Statements ,
Nasdaq ,
Proxy Materials ,
Remuneration ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings
As discussed in our recent client alert “SEC Issues Important Non-GAAP Interpretations” (May 19, 2016), the SEC recently released a series of new C&DIs on the use of non-GAAP financial measures by reporting companies and new...more
On March 14, 2016, the SEC issued a no-action letter permitting holders of shares of common stock of a publicly traded REIT, or REIT shares, received in exchange for privately placed units of the REIT’s operating partnership,...more
On October 6, 2015, the U.S. House of Representatives unanimously approved the Reforming Access for Investments in Startup Enterprises Act of 2015 (H.R. 1839), also known as the RAISE Act of 2015. The RAISE Act has been...more
11/5/2015
/ Accredited Investors ,
Congressional Committees ,
Disclosure Requirements ,
Financial Statements ,
GAAP ,
Pending Legislation ,
RAISE Act ,
Registration Requirement ,
Reporting Requirements ,
Resale Exemption ,
Securities Act of 1933 ,
Sellers ,
Startups
On October 22, 2015, the staff of the SEC Division of Corporation Finance issued Staff Legal Bulletin No. 14H (SLB 14H), which provides significant guidance for companies about the Staff’s views on the scope and application...more
11/5/2015
/ Management Proposals ,
New Guidance ,
No-Action Letters ,
Ordinary Business Exception ,
Proxy Materials ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Rule 14a-8(i)(7) ,
Rule 14a-8(i)(9) ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Trinity Wall Street ,
Wal-Mart ,
Whole Foods
Changes to Notification Requirements -
Notifications During Pre-Market Hours. Currently, Rule 202.06 requires listed companies to notify the NYSE at least 10 minutes before they release material news “shortly before the...more
9/23/2015
/ Amended Regulation ,
Bloomberg Inc. ,
Dow Jones ,
Form 8-K ,
Investor Protection ,
Listing Rules ,
Material Disclosures ,
Nasdaq ,
Notice Requirements ,
NYSE ,
Press Releases ,
Public Disclosure ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Trading Suspension