On November 2, 2020, the Securities and Exchange Commission (SEC) voted to amend the framework for exempt offerings under the Securities Act of 1933, as amended (Securities Act). The amendments generally establish a new...more
With 169 special purpose acquisition company (SPAC) initial public offerings (IPOs) and 102 SPAC mergers and counting this year, SPACs are hotter than ever. But are they right approach for your portfolio companies seeking...more
11/16/2020
/ Accounting ,
Acquisitions ,
Business Valuations ,
Capital Raising ,
Initial Public Offering (IPO) ,
Mergers ,
Portfolio Companies ,
Private Equity ,
Publicly-Traded Companies ,
Retail Investors ,
Reverse Mergers ,
Special Purpose Acquisition Companies (SPACs) ,
Webinars
On August 26, 2020, the US Securities and Exchange Commission (the SEC or “Commission”) adopted amendments to the definition of “accredited investor” to add new categories of qualifying natural persons and entities and make...more
8/28/2020
/ Accredited Investors ,
Exempt Reporting Advisers (ERAs) ,
Family Offices ,
Federal Register ,
Investment Adviser ,
Knowledgeable Employee ,
Limited Liability Company (LLC) ,
Natural Person Requirement ,
Private Funds ,
Rural Business Investment Companies (RBICs) ,
SBIC ,
Securities and Exchange Commission (SEC) ,
Sole Proprietorship
The interest in special purpose acquisition company (SPAC) transactions continues to skyrocket, with nearly half of all IPOs year-to-date filed by SPACs and with “de-SPAC” transactions increasing.
Join McDermott on...more
7/28/2020
/ Acquisitions ,
Initial Public Offering (IPO) ,
Investors ,
IPO Sponsors ,
Private Equity ,
Private Equity Firms ,
Private Equity Funds ,
Risk Management ,
Securities Transactions ,
Special Purpose Acquisition Companies (SPACs) ,
Webinars
On June 23, 2020, the Division of Corporation Finance (CF) and the Office of the Chief Accountant of the US Securities and Exchange Commission (SEC) released guidance that provides additional views on disclosure related to...more
Institutional Shareholder Services and Glass, Lewis & Co. released revised proxy voting guidelines in light of the Coronavirus (COVID-19) pandemic. This On the Subject details key implications for the 2020 proxy season...more
In the third quarter of 2019, the SEC Staff announced major changes to the standard no-action request review and response process relating to shareholder proposals. In addition, the SEC expanded the availability of...more
10/18/2019
/ Accredited Investors ,
Benchmarks ,
Capital Markets ,
Emerging Growth Companies ,
Enforcement Actions ,
Inter-Bank Offered Rates (IBORs) ,
Investment Adviser ,
Market Participants ,
New Guidance ,
New Rules ,
No-Action Requests ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation D ,
Regulation FD ,
Rule 144A ,
Rule 14a-8 ,
Rule 501 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
During the previous quarter, the SEC proposed new rulemaking to reduce the number of smaller companies that become subject to enhanced reporting requirements through “accelerated filer” and “large accelerated filer” status....more
7/16/2019
/ Accelerated Filers ,
Amended Rules ,
Blockchain ,
Capital Markets ,
Confidential Information ,
Cryptocurrency ,
Disclosure Requirements ,
FOIA ,
Food Marketing Institute v Argus Leader Media ,
Howey ,
ICFR ,
Investment Contract ,
Nasdaq ,
No-Action Letters ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies ,
Substantial-Competitive-Harm Test ,
Threshold Requirements
Although the SEC was closed during the first few weeks of the year, they came back strong to close out the quarter with a flurry of final and proposed rulemakings. Over the first quarter of 2019, the SEC adopted additional...more
4/16/2019
/ Anti-Fraud Provisions ,
C&DIs ,
Disclosure Requirements ,
EDGAR ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-Q ,
GAAP ,
Gender Equity ,
MD&A Statements ,
Nasdaq ,
NYSE ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Woman Board Members ,
XBRL Filing Requirements
For many companies, closing out 2018 means it is time to prepare an annual report and shift attention to the upcoming proxy season. This is an opportune time to take a look back at rulemaking, interpretive guidance and...more
Institutional Shareholder Services Inc. and Glass, Lewis & Co., LLC both recently issued their annual proxy voting guideline updates. As revised, these guidelines have important implications for companies preparing for the...more
In the third quarter of 2018, California became the first state to mandate that public companies include at least one woman on their board of directors. In addition, the SEC staff withdrew prior guidance relating to...more
During the previous quarter, the SEC acted to expand the number of companies that may rely on the “smaller reporting company” scaled disclosure regime and Congress directed revisions to the Regulation A+ and Rule 701...more
In a telling sign of current events, the SEC staff provided supplemental guidance related to the disclosure of cybersecurity risks and incidents, adding new commentary to its rules regarding disclosure and company controls....more
The end of a year and beginning of the next generally starts the countdown to the public company proxy season. But before moving into 2018, registrants would be well served by first looking back to the guidance that came out...more
During the previous quarter, the SEC confirmed that CEO pay ratio disclosure will go into effect as scheduled for the 2018 proxy season. They further announced a new policy permitting qualifying issuers to submit draft...more
The SEC recently confirmed that the new CEO pay ratio disclosure rules mandated in the Dodd-Frank Act will go into effect in the 2018 proxy season. To assist companies in preparation of the new disclosure, the SEC published...more
The US Supreme Court’s decision in Kokesh v. Securities and Exchange Commission could have long-lasting implications for the SEC’s enforcement power. We discuss that decision and other developments from the second quarter of...more
The first quarter of 2017 saw quite a few new developments in the Capital Markets & Public Companies regulatory landscape. President Trump’s nominee to be the new Chair of the Securities and Exchange Commission (SEC), Jay...more
4/20/2017
/ Broker-Dealer ,
Capital Markets ,
Emerging Growth Companies ,
Final Rules ,
Foreign Private Issuers ,
Hyperlink ,
IFRS ,
Rule 15c6-1(a) ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Settlement Cycles ,
Securities Transactions ,
XBRL Filing Requirements
As 2016 drew to an end, the US Securities and Exchange Commission (SEC) kept up its pace to close out a busy year. In addition to issuing proposed rules for universal proxies, the SEC released several new Compliance &...more
1/30/2017
/ Bylaws ,
C&DIs ,
Director Compensation ,
Equity Plan Scorecard (EPSC) ,
Equity Plans ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Non-GAAP Financial Measures ,
Overboarding ,
Pay Equity Laws ,
Proxy Access Rule ,
Proxy Voting Guidelines ,
Rule 147 ,
Rule 147A ,
Rule 504 ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Tax Deductions
The third quarter of 2016 saw the US Securities and Exchange Commission (SEC) carry forward its momentum from an active second quarter. Recent developments include new SEC Compliance & Disclosure Interpretations (C&DI) and...more
10/13/2016
/ 401k ,
C&DIs ,
Capital Markets ,
Filing Requirements ,
FinTech ,
Hyperlink ,
Innovation ,
No-Action Relief ,
Proposed Rules ,
Proxy Access ,
Regulation S-K ,
SEC Comment Letter Process ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Tandy Letter
In Depth -
New SEC C&DIs Regarding Non-GAAP Financial Measures -
On May 17, 2016, the SEC issued several new Compliance & Disclosure Interpretations (C&DIs) and modified existing C&DIs to provide additional...more
7/13/2016
/ C&DIs ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-K ,
GAAP ,
JOBS Act ,
Non-GAAP Financial Measures ,
Regulation S-K ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies ,
XBRL Filing Requirements
In Depth -
On June 27, 2016, the Securities and Exchange Commission (SEC) proposed amendments to its rules and regulations that would expand the number of companies that qualify as “smaller reporting companies” by...more
In Depth -
On May 17, 2016, the Securities and Exchange Commission issued six new Compliance & Disclosure Interpretations (C&DIs) and modified other existing C&DIs to provide additional guidance on the use of non-GAAP...more
In Depth -
On May 16, 2016, the final rules adopted by the Securities and Exchange Commission (SEC) with respect to Title III of the Jumpstart Our Business Startups Act (JOBS Act) took effect (except for certain forms...more