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SEC Accelerates Beneficial Ownership Filing Deadlines but Holds Off on Other Changes

On October 10, the Securities and Exchange Commission (SEC or the Commission) adopted comprehensive changes to Regulation D-G, which governs beneficial ownership reporting under Section 13(d) of the Securities Exchange Act of...more

Alternative Equity Offering Structures Provide Access to Capital as Markets Remain Challenged - Capital Markets Compass | Issue 6

Global equity markets continue to navigate the dueling impacts of inflation, rising interest rates and a slowing economy. While the market for initial public offerings initially showed signs of a recovery in early 2023, the...more

Capital Markets Compass | Issue 6

In the May edition of Capital Markets Compass, we examine how innovative offering structures are providing access to capital despite significant market challenges. We analyze recent SEC comment letters focusing on climate and...more

Navigating the Regulatory Landscape – SEC Adopts New Rules Requiring Increased Disclosure on Stock Buybacks – Including Quarterly...

On May 3, 2023, by a 3-2 vote, the Securities and Exchange Commission (SEC) adopted amendments to disclosure rules (the “new buyback disclosure rules”) relating to repurchases of equity securities by issuers (or repurchases...more

SEC Adopts Amendments to Rule 10b5-1 Plan Requirements and Increases Disclosure Requirements Regarding Insider Trading Policies

On December 14, the Securities and Exchange Commission (SEC) unanimously adopted amendments to Rule 10b5-1 and related regulations governing "10b5-1 Plans." 10b5-1 Plans enable (1) public company insiders to sell their...more

Client Alert: SEC Approves Nasdaq's Board Diversity Disclosure Requirements

On August 6, the Securities and Exchange Commission (SEC) approved Nasdaq listing rules implementing new board diversity disclosure requirements that will apply to most Nasdaq-listed companies (the Board Diversity Rules). The...more

Corporate & Financial Weekly Digest, Featuring Articles on the Latest Guidance From the SEC on SPACs and a FINRA Reminder for...

SEC/CORPORATE - SEC Statements Regarding SPACs Address Warrants and Projections - Following the increase in the number of special purpose acquisition companies (SPACs) and the related business combinations between SPACs...more

Public Company Acquired Company Financial Statement Rules

Key Points - - In May, the Securities and Exchange Commission (SEC) adopted amended rules relating to acquired company financial statements. This advisory discusses the amended requirements and updated tests for...more

Second Quarter Reporting — Recent SEC Guidance on COVID-19-Related Disclosure

The 2019 novel coronavirus (COVID-19) pandemic continues to have an impact on the operations of nearly every business and business sector. Reporting companies must evaluate how they disclose the effects of the pandemic,...more

Corporate & Financial Weekly Digest, Featuring Articles on New CFTC Guidance for Uncleared Swap Margins and European Regulators...

SEC/CORPORATE - NYSE Provides Temporary Relief From Shareholder Approval Requirements Due to COVID-19 - On May 14, the Securities and Exchange Commission announced the adoption and immediate effectiveness of Section...more

Capital Raising During the COVID-19 Pandemic: Offering Structures for a Volatile Market

Global equity markets have been severely impacted by the coronavirus (COVID-19) pandemic, which has resulted in a period of significant market volatility. In the current environment, public companies may find it more...more

Corporate & Financial Weekly Digest, Featuring Articles on CFTC Rules Changes for Bankruptcy Rules and IOSCO Tackles Sustainable...

SEC/CORPORATE - SEC Approves Temporary NYSE Waiver of Stockholder Approval Rules to Facilitate Capital Raising in the Wake of COVID-19 - On April 6, the Securities and Exchange Commission issued a release (the Release)...more

COVID-19 Impact on Public Disclosure on SEC Reporting Companies

The 2019 novel coronavirus (COVID-19) pandemic and responses to this crisis, including actions taken by federal, state and local governments, have had an impact on the operations of virtually every business and business...more

Virtual Shareholder Meetings in the Wake of COVID-19: Legal and Practical Considerations

Key Points - In wake of the Coronavirus Disease 2019 (COVID-19) and the public health concerns it raises, public companies should consider whether to hold virtual annual shareholder meetings. This advisory outlines some of...more

Corporate & Financial Weekly Digest, Featuring Articles on SEC "Test-the-Water" Communications, CFTC Meetings, Third-Party Civil...

SEC/CORPORATE - SEC Proposes To Expand “Test-the-Waters” Reforms to All Issuers - On February 19, the Securities and Exchange Commission proposed Rule 163B under the Securities Act of 1933, which would permit any...more

Corporate and Financial Weekly Digest - Volume XI, Issue 48

SEC/CORPORATE - SEC Division of Corporation Finance Issues 35 New C&DIs Regarding Foreign Private Issuers, QIBs and Offshore Offerings - On December 8, the staff (Staff) of the Securities and Exchange Commission’s...more

Corporate and Financial Weekly Digest - Volume XI, Issue 44

SEC Issues New C&DI Relating to Submission of Annual Reports to SEC - On November 2, the Division of Corporation Finance (Division) of the Securities and Exchange Commission issued a new Compliance and Disclosure...more

Corporate and Financial Weekly Digest - Volume XI, Issue 39

SEC/CORPORATE SEC - Staff No Longer Requires “Tandy” Representations in Filing Reviews - On October 5, the staff (Staff) of the Securities and Exchange Commission announced that, effective immediately, a company...more

Corporate and Financial Weekly Digest - Volume XI, Issue 20

SEC/CORPORATE - SEC Division of Corporation Finance Issues 12 New and Revised C&DIs Regarding Non-GAAP Measures - As noted in the May 13 edition of Corporate and Financial Weekly Digest, SEC Chair Mary Joe White,...more

Corporate and Financial Weekly Digest - Volume XI, Issue 19

SEC/CORPORATE - SEC Approves PCAOB Rules Requiring Disclosure of Audit Participants - On May 9, the Securities and Exchange Commission adopted the proposed new rules and related amendments to auditing standards...more

Proxy Advisory Firms Release Policy Updates for 2016

Institutional Shareholder Services (ISS) and Glass Lewis, two leading proxy advisory firms, recently published their 2016 proxy voting guidelines, which include updates applicable to the 2016 proxy season....more

Corporate and Financial Weekly Digest - Volume X, Issue 46

SEC/CORPORATE - Proxy Advisory Firms Release Policy Updates for 2016 - Institutional Shareholder Services (ISS) and Glass Lewis, two leading proxy advisory firms, recently published their 2016 proxy voting...more

DERA Publishes Study of Unregistered Offering

On October 29, the Division of Economic and Risk Analysis (DERA) of the Securities and Exchange Commission published the results of a study that analyzed the market for unregistered securities offerings during the period from...more

SEC Adopts Final Crowdfunding Rules, Completing JOBS Act Rulemaking

On October 30, the Securities and Exchange Commission adopted “Regulation Crowdfunding,” which consists of final rules that will enable eligible companies to raise up to $1 million in capital in any 12-month period by...more

SEC Proposes Amendments to Rules 147 and 504

On October 30, the Securities and Exchange Commission proposed amendments to modernize: (1) Rule 147, promulgated under the Securities Act of 1933 (Securities Act) as a safe harbor exempting intrastate offerings from federal...more

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