Equity Securities

News & Analysis as of

Doing Business with Russia Following Sanctions: What PE Firms Need to Know

It has now been over a year since the United States and the European Union began imposing sanctions on Russian and Ukrainian individuals and entities in connection with the situation in Ukraine. The sanctions have major...more

SEC Clarifies “Voting Equity Securities” for Purposes of the Bad Actor Rules

The Securities and Exchange Commission (the “SEC”) recently released additional guidance on the definition of “voting equity securities” as applied to the bad actor disqualification rules under Rule 506(d) of the Securities...more

The SEC Defines “Voting Equity Securities” for Purposes of the Rule 506(d) Bad Actor Disqualification Rules

The SEC is continuing to tie up some loose ends left over from the adoption of the Rule 506(d) bad actor disqualification rules. Certainty regarding these open items will be beneficial for issuers and placement agents of...more

SEC Adopts "Regulation A+" That Expands Capital Raising Flexibility for Non-Public Companies

On March 25, 2015, the U.S. Securities and Exchange Commission (SEC) adopted final rules that will greatly facilitate the ability of private (i.e., non-SEC reporting) financial institutions and other companies to access the...more

Reminder: Certain U.S. Reporting and Compliance Obligations for Investment Advisers and Funds

The U.S. federal securities laws and the rules of U.S. self-regulatory organizations (such as the Financial Industry Regulatory Authority) impose certain reporting and compliance obligations on investment advisers and funds....more

Corporate Alert: China’s New Tax Regulation on Indirect Disposals Complicates Certain Offshore M&A Deals

In 2009, China’s State Administration of Taxation (SAT) promulgated Circular 698 to empower PRC tax authorities to re-characterize transfers by non-PRC residents of shares in offshore companies that hold equity interests in...more

Do Founders Really Control Their Company with 51% Ownership?

Founders are often focused on maintaining at least 51% ownership of their companies. With 51%, they will be able to control the Company, and their destiny. At least that’s what they thought. In reality, the 51% control...more

Holder of Equity Interest in Bankrupt Company not Entitled to Become Shareholder in Reorganized Entity

A recent Eleventh Circuit case examines equity shareholders’ role (or lack thereof) in a reorganized entity. Vision-Park Properties owned an equity share of Seaside Engineering & Surveying, Inc. Seaside filed for Chapter 11...more

SEC Proposes Dodd-Frank Hedging Policy Disclosure Rules

The Securities and Exchange Commission (SEC) recently released long-awaited proposed rules, as mandated by Section 955 of the Dodd-Frank Act, that would require a public company to disclose whether the company permits its...more

SEC Proposes Hedging Policy Disclosure Rule

The SEC has proposed a rule that would require new hedging policy disclosure by companies that are subject to SEC proxy rules. The proposed rule would in most cases expand the hedging policy disclosure currently provided by...more

SEC Proposes Disclosure Rule for Hedging Transactions by Directors, Officers and Employees

On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) issued a proposed rule that, if adopted, would require public companies to disclose in annual proxy statements whether their employees and board members...more

SEC's Proposed Disclosure Requirements for Hedging Transactions by Directors and Employees Would Apply to Issuers of All Sizes

On February 9, 2015, the SEC proposed amendments requiring disclosure in proxy and information statements regarding issuers' policies governing the entrance of employees, officers, and directors into hedging transactions...more

Blog: SEC Issues Proposal For Hedging Policy Disclosure; Commissioners Add Some Drama To Otherwise Humdrum Rule Proposal

This morning, the SEC posted proposed amendments to rules to implement Section 955 of Dodd-Frank, which requires, in proxy statements for annual meetings, disclosure of whether employees or directors are permitted to hedge...more

SEC Proposes Hedging Disclosures Regarding Directors, Officers and Employees

The SEC has proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as codified in Section 14(j) of the Exchange Act, which requires annual meeting proxy statement disclosure...more

SEC Staff Issues New Interpretation on Regulation S Resales, Benefiting Investors in Foreign Issuers

On January 23, 2015, the staff of the United States Securities and Exchange Commission issued a new interpretation on the application of Rule 905 of Regulation S under the United States Securities Act of 1933, as amended (the...more

Council of EU Agrees General Approach on Proposed Regulation on Securities Financing Transactions

On November 20, the Council of the EU published a press release reporting that its Permanent Representatives Committee (COREPER) has agreed its approach on a draft regulation on reporting and transparency of securities...more

FINRA Board Approves Several Rulemaking Items Including Proposed Rule Changes Regarding Algorithmic Trading and Enhanced...

The Financial Industry Regulatory Authority, Inc. announced on September 19 that the FINRA Board of Governors (Board) approved several new rule initiatives. Among the initiatives, FINRA will seek comment from members on a...more

Orrick Technology IPO Insights for Q2 2014

Welcome to the inaugural issue of Orrick Technology IPO Insights, a quarterly publication highlighting trends in U.S. information technology company IPOs. We isolate technology companies in order to analyze and present...more

Form SHL: Foreign Resident’s Holdings of U.S. Securities Due August 2014

The U.S. Department of the Treasury requires U.S. resident issuers (including U.S. resident investment funds) and investment advisers managing foreign investment funds to report foreign residents’ holdings of U.S. securities,...more

Ukraine Crisis Update: US Imposes New Sanctions on Major Russian Banks and Energy Companies

US announces “sectoral” sanctions on major banks and energy companies, adds to the Specially Designated Nationals list; European Council considers additional sanctions. On July 16, 2014, the U.S. Department of the...more

Corporate and Financial Weekly Digest - Volume IX, Issue 28

In this issue: - FINRA Proposes to Adopt Rules on Quotation Requirements for OTC Equity Securities - CFTC Seeks Comment on ICE Clear Europe Portfolio Margining Proposal - New York DFS Proposes First...more

Giving Stock to Your Employees — How and How Much?

Equity grants can be an attractive alternative to cash when compensating employees, consultants, and service providers. Beware, though: if not structured properly, equity grants can cause some nasty consequences for the...more

SEC Chair Gives Speech on Equity Market Structure

On June 5, Securities and Exchange Commission Chair Mary Jo White gave a speech titled “Enhancing Our Equity Market Structure” in New York. The Chair addressed the importance of strengthening the existing market structure and...more

Joining The Main Market: A field guide for applicants to the Main Market

1 WHAT ARE THE BENEFITS OF JOINING THE MAIN MARKET? - Access to capital – Joining the Main Market will provide the company with access to a wide institutional and retail shareholder base and a deep pool of capital,...more

FINRA Clarifies Reporting Requirements for Tier 1 Capital Securities

Three Types of Hybrid Securities Subject to Classification and Reporting Changes - For some time now, there has been confusion regarding the appropriate trade reporting for certain hybrid securities. Hybrid securities,...more

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