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 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
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)
As in most other market sectors, REIT M&A activity came to a screeching halt in March 2020 as the COVID-19 pandemic took hold in the United States and globally. In the face of significant uncertainty surrounding the ability...more
On February 10, 2022, the U.S. Securities and Exchange Commission (“SEC”) proposed amendments designed to modernize the rules governing beneficial ownership reporting. Section 13 of the Securities Exchange Act of 1934, as...more
5/10/2022
/ Beneficial Owner ,
Comment Period ,
Institutional Investors ,
Proposed Amendments ,
Publicly-Traded Companies ,
Reporting Requirements ,
Rulemaking Process ,
Schedule 13D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
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 implementation of the “packaged retail insurance-based investment products,” or PRIIPs, regulation throughout the European Union may have implications for REITs in the United States if their shares are determined to be...more
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
Proxy Access -
ISS has determined not to alter its basic approach to management and shareholder proxy access proposals for 2016. However, ISS has stated that it expects to release a FAQ in December 2015 that will provide...more
On October 27, 2015, the Division of Corporation Finance of the SEC modified Section 201 of its Question and Answer guidance regarding SEC Rule 14a-4(a)(3) to require that if a material amendment to an acquiror’s...more
On August 5, 2015, the Securities and Exchange Commission adopted the final CEO pay ratio disclosure rule by a 3-2 vote. The final rule amends Item 402 of Regulation S-K, as required by Section 953(b) of the Dodd-Frank Wall...more
On July 1, 2015, the Securities and Exchange Commission proposed rules, consisting of new Rule 10D-1 and related rule and form amendments, that would require clawbacks of incentive compensation received by executive officers...more
7/17/2015
/ Clawbacks ,
Corporate Officers ,
Dodd-Frank ,
Emerging Growth Companies ,
Executive Compensation ,
Financial Reporting ,
Financial Restatements ,
Foreign Private Issuers ,
Form 8-K ,
Incentive Compensation ,
Listing Standards ,
Nasdaq ,
NYSE ,
Offsets ,
Proposed Regulation ,
Public Disclosure ,
Rule 10D-1 ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Total Shareholder Return (TSR)
The SEC has proposed rules that would require most public companies to provide disclosure in their proxy statements regarding the relationship between their executive compensation and total shareholder return (TSR) for the...more
The implementation of the Alternative Investment Fund Managers Directive throughout the European Union may have implications for REITs in the United States if they are determined to be alternative investment funds or “AIFs”....more
Deploying real estate capital across international markets can be a complex exercise, and structuring cross-border investments so that capital can be brought back efficiently adds to the complexity. Accommodating the...more
On November 26, 2013, the NASDAQ Stock Market (“Nasdaq”) filed an amendment to its listing standards that eliminates the prohibition on the receipt of compensatory fees by compensation committee members. Nasdaq listing...more
The Securities and Exchange Commission recently issued proposed regulations on the “Pay Ratio” disclosure rules. Under these rules, a public company must disclose the ratio of the median of annual total compensation for all...more