Corporate Issuers

News & Analysis as of

Getting the Measure of EGC Corporate Governance Practices: A survey and related resources - February 2016

Corporate governance has changed dramatically since passage of the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The level of shareholder engagement and institutional...more

Rating Agency Developments

On February 2, DBRS released its critical obligations rating criteria. On February 1, KBRA released its general rating methodology as it pertains to corporate issuers....more

Prospectus Directive: The Commission’s Proposal for a New Prospectus Regulation

The European Commission, as part of its Capital Markets Union action plan and its commitment to simplify and harmonize EU laws, on November 30, 2015 adopted a proposal for a new prospectus regulation, intended to replace the...more

Prospectus Directive: The Commission’s Proposal for a New Prospectus Regulation

The European Commission, as part of its Capital Markets Union action plan and its commitment to simplify and harmonize EU laws, on November 30, 2015 adopted a proposal for a new prospectus regulation, intended to replace the...more

NASAA Requests Comments on Proposed Rule and Notice Form for Tier 2 Regulation A Offerings

On January 27, 2016, the Corporation Finance Section of the North American Securities Administrators Association (NASAA) requested comments on a proposed model rule and uniform notice filing form aimed at simplifying the...more

"Hong Kong Stock Exchange Opens Doors to Russia-Incorporated Issuers"

On January 15, 2016, the Stock Exchange of Hong Kong Limited (HKEx) published its Country Guide on Russia and placed Russia on its list of “acceptable jurisdictions,” formally signifying that Hong Kong’s sole regulated stock...more

"Volatility Continues in US and European High-Yield Markets"

The continuation of a strong M&A market in both the U.S. and Europe, energy companies returning to the U.S. market and quantitative easing in Europe resulted in a strong first half of 2015 for U.S. and European high-yield...more

SEC Requests Public Comment on Transfer Agent Regulation Proposal and Concept Release

SEC proposal would modernize the regulation of the transfer agency industry, particularly with respect to mutual funds. Last month, the US Securities and Exchange Commission (SEC) issued an Advance Notice of Proposed...more

Offering memorandum exemption introduced in Ontario

A new method of raising financing takes effect in Ontario today. As anticipated in a previous alert, Ontario has adopted a prospectus exemption that allows issuers to distribute securities by preparing and delivering an...more

Glass Lewis Opens Registration for Issuer Data Report Requests, including expanding access to certain companies in Canada and...

U.S. companies listed on the NASDAQ and NYSE, as well as certain listed companies in Canada and Europe, with annual shareholder meetings scheduled between March 1, 2016 and June 30, 2016 may now register through January 31,...more

SEC Reproposes Rules for Resource Extraction Issuers

The Proposed Rules call for enhanced disclosures by companies in the oil, natural gas, and mining industries. On December 11, the Securities and Exchange Commission (SEC or the Commission) reproposed rules (the Proposed...more

New Crowdfunding Rules for Issuers: Opportunities or Landmines? - Part II

This is the second of our blog posts exploring Regulation Crowdfunding and its provisions before the final rules become effective on May 16, 2016. Issuer Requirements - Certain Issuers Ineligible for...more

Preemption Of Secondary Trading Is Fast Becoming More Obscure

Secondary trading of securities in California must be qualified unless exempt or not subject to qualification due to federal preemption. Cal. Corp. Code § 25130. Similarly, the offer and sale of securities are subject to...more

FAST Act Speeds-Up Raising Capital

On December 4, 2015, President Obama signed into law the Fixing America’s Surface Transportation Act, or FAST Act. Although primarily a transportation bill, the FAST Act also made changes to the federal securities laws as...more

New Crowdfunding Rules for Issuers: Opportunities or Landmines? - Part I

Over the next several weeks, we'll explore Regulation Crowdfunding and its provisions before the final rules become effective on May 16, 2016. As directed by Congress under the JOBS Act of 2012, the Securities and...more

Hong Kong Regulatory Update - December 2015

This Hong Kong regulatory update provides a brief overview of the principal Hong Kong regulatory developments in the preceding three months relevant to companies listed or proposed to be listed on The Stock Exchange of Hong...more

New Crowdfunding Rules for Issuers: Opportunities or Landmines?

As directed by Congress under the JOBS Act of 2012, the Securities and Exchange Commission (SEC) recently adopted final rules to permit equity “crowdfunding,” characterized by the SEC as “a relatively new and evolving method...more

SASB Implementation Guide

Last week, the Sustainability Accounting Standards Board published its SASB Implementation Guide for Companies. The SASB Implementation Guide is a reference document for issuers who are in the process of integrating SASB...more

Amendments to the German Voting Rights Notification Rules

New European transparency requirements have been transformed into German law. On 27 November, Germany will implement the Amendment Directive to the Transparency Directive (2013/50/EU, the Amendment Directive). The...more

Structured Thoughts: News for the financial services community, Volume 6, Issue 8

Structured Notes and Issuer Quiet Periods Background - Most issuers establish a “quiet period” (also called a “blackout” period) prior to the release of potentially sensitive information and material non-public...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 to Ease Intrastate Offering Exemption to Facilitate Crowdfunding

The SEC has proposed amendments to Rule 147 under the Securities Act of 1933, which currently provides a safe harbor for compliance with the Section 3(a)(11) exemption from registration for intrastate securities offerings....more

Fitch Ratings Updates Criteria for Water and Sewer Bonds

On September 3, 2015, Fitch Ratings updated its sector-specific rating criteria for water and sewer bonds. The new report replaces Fitch’s existing rating criteria published July 31, 2013, but Fitch does not anticipate...more

Overcoming A Securities Overissue

I like to remind my colleagues that California has two securities laws. Neither of these laws applies exclusively to corporations or other entities organized under California law.  The Corporate Securities Law of 1968, Cal....more

SEC Decreases Registration Statement Filing Fees for Fiscal Year 2016

On August 27, the Securities and Exchange Commission announced that, effective October 1, the fees that public companies and other issuers pay to register their securities with the SEC will decrease from $116.20 per million...more

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