News & Analysis as of

Publicly-Traded Companies Form S-3

Faegre Drinker Biddle & Reath LLP

The “Baby Shelf” Requirements: A Compliance Guide for Issuers

For smaller public companies looking to access the capital markets, the baby shelf requirements contained in Instruction I.B.6 applicable to a Form S-3 registration statement can be a significant limitation. This guide is...more

Dorsey & Whitney LLP

SEC Staff Releases FAQs on Regulation S-K Amendments

Dorsey & Whitney LLP on

In response to commonly asked questions, the SEC staff has released three FAQs  related to amendments to the business description, legal proceedings and risk factor disclosure requirements in Regulation S-K Items 101, 103,...more

Mayer Brown Free Writings + Perspectives

Transitional FAQs Regarding Amended Regulation S-K Items 101, 103 and 105

As we previously reported, the SEC’s amendments to certain provisions of Regulation S-K, including Risk Factors, become effective on Monday, November 9, 2020.  The Staff of the SEC’s Division of Corporation Finance has...more

Kramer Levin Naftalis & Frankel LLP

New CDI Clarifies the Form S-3 Eligibility of Companies That Go Public via Merger into a SPAC

On Sept. 21, 2020, SEC’s Division of Corporation Finance (Corp Fin) posted a Compliance and Disclosure Interpretation (CDI) regarding restrictions on Form S-3 eligibility for private companies that go public via merger into a...more

Dechert LLP

The SEC Adopts Sweeping Updates to Disclosure Rules Under Regulation S-K

Dechert LLP on

On August 26, 2020, the Securities and Exchange Commission adopted sweeping changes to the disclosures regarding the description of business, legal proceedings and risk factors that reporting companies are required to provide...more

Mayer Brown Free Writings + Perspectives

Consider Form S-3 Eligibility if Preferred Dividends are Delayed

Some issuers have suspended dividend payments on outstanding preferred stock as a result of COVID-19 pandemic-related economic concerns. In order to remain eligible to use a Form S-3 registration statement, among other...more

Mayer Brown Free Writings + Perspectives

Consider Form S-3 Eligibility as the COVID-19 Relief Deadline Approaches

General Instruction I.A.3 of Form S-3 requires an issuer to have timely filed all periodic reports (Section 13(a) or 15(d) reports and Section 14(a) and 14(c) materials) during the preceding 12 calendar months in order to be...more

White & Case LLP

SEC, NASDAQ Provide Additional Guidance and Temporary Exceptions as the Effects of COVID-19 Continue to Impact Public Companies

White & Case LLP on

On May 4, 2020, the staff of the Division of Corporation Finance (“Corp Fin”) at the Securities and Exchange Commission (the “SEC”) published four COVID-19 related FAQs. This additional guidance relates to SEC’s March 25,...more

Orrick, Herrington & Sutcliffe LLP

SEC Staff Provides FAQs Related to COVID-19 Order

On May 4, 2020, the staff of the Division of Corporation Finances issued four new COVID-19-related FAQs relating to the SEC’s COVID-19 Order and its interaction with Form S-3 (FAQs were issued and not included in the staff’s...more

Morrison & Foerster LLP

U.S. SEC Staff Issues Guidance Regarding On-Going Exchange Act Reporting And Registered Securities Offerings In Light Of COVID-19

On May 4, 2020, the U.S. SEC’s Division of Corporation Finance (the “Staff”) published four “FAQs” relating to the application of the Commission’s March 25, 2020 Order (the “COVID-19 Order”) providing extended deadlines for...more

Goodwin

SEC Publishes COVID-19 FAQs

Goodwin on

The staff (“Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) has published interpretive responses to four questions (“FAQs”) related to compliance with the SEC’s COVID-19 Order...more

Goodwin

SEC Extends COVID-19 Relief for Filing and Proxy Statement Requirements and Issues Updated Disclosure Guidance

Goodwin on

On March 25, 2020, the Securities and Exchange Commission (SEC) announced that it has issued an order that extends the filing periods covered by its earlier order providing conditional relief for certain filing obligations...more

Goodwin

SEC COVID-19 Disclosure Considerations and Exemptive Relief: Some FAQs

Goodwin on

The Securities and Exchange Commission (SEC) recently published a press release that reminds public companies of several important disclosure obligations that they should consider in light of the potential impacts of...more

Robinson & Cole LLP

SEC’s Conditional Regulatory Relief for Companies Affected by the Coronavirus (COVID-19)

Robinson & Cole LLP on

On March 4, 2020, the Securities and Exchange Commission (the "SEC") announced that it is providing conditional regulatory relief and assistance for certain publicly traded companies located, or with significant operations,...more

Wilson Sonsini Goodrich & Rosati

SEC Issues Order Providing Conditional Relief for Companies Affected by COVID-19

In light of the recent coronavirus outbreak, on March 4, 2020, the U.S. Securities and Exchange Commission (SEC) announced that it issued an Order granting exemptions from specified provisions of the Securities Exchange Act...more

Troutman Pepper

Coronavirus (COVID-19) Disruptions Prompt Relief From Certain Public Company Reporting Deadlines

Troutman Pepper on

The U.S. Securities and Exchange Commission (SEC) announced on March 4 that it is providing conditional regulatory and time-limited relief from certain filing and periodic reporting obligations under the Securities Exchange...more

Stinson - Corporate & Securities Law Blog

SEC Provides Conditional Regulatory Relief for Companies Affected by the Coronavirus Disease 2019 (COVID-19)

The SEC announced that it is providing conditional regulatory relief for certain publicly traded company filing obligations under the federal securities laws.  The impacts of the coronavirus may present challenges for certain...more

Kramer Levin Naftalis & Frankel LLP

SEC Provides Conditional Regulatory Relief and Assistance for Companies Affected by the Coronavirus Disease 2019 (COVID-19)

On March 4, 2020, the Securities and Exchange Commission (the Commission) announced that it is providing conditional regulatory relief for certain publicly traded company filing obligations under the federal securities law in...more

Ward and Smith, P.A.

Availability and Benefits of Shelf Offerings for Public Issuers

Ward and Smith, P.A. on

Public issuers may benefit from the use of shelf offerings as an efficient, cost-effective alternative to Form S-1 in order to register shares as part of a primary offering, secondary offering, or as a benefit to its...more

Bass, Berry & Sims PLC

How to Avoid Running a PIPE into Section 5 Problems: A Recent SEC Comment Letter Example

An SEC comment letter exchange recently made public serves as a helpful reminder to consider Section 5 of the Securities Act when structuring a PIPE (private investments in public equity) transaction. In a PIPE, a public...more

Carlton Fields

XBRL Amendments Have Limited Impact on Insurance Products

Carlton Fields on

On June 28, the SEC amended existing requirements for public operating companies and mutual funds regarding the use of eXtensible Business Reporting Language (XBRL) for financial statement information and risk/return...more

Farrell Fritz, P.C.

SEC Reporting Companies Soon to be Regulation A+ Eligible

Farrell Fritz, P.C. on

Buried in new legislation mainly intended to ease Dodd-Frank restrictions on small banks is an expansion of Regulation A eligibility to include SEC reporting companies. ...more

Bass, Berry & Sims PLC

Form S-3: To File or Not to File, That is the Question . . .

Public companies that engage in capital raising activities from time to time must consider whether it is advisable to have an effective shelf registration statement on Form S-3 on file in advance of raising capital, or...more

Skadden, Arps, Slate, Meagher & Flom LLP

Corporate Finance Alert: Filing a New Form S-3? What You Need to Know About the New Revenue Recognition Standards

The much-discussed new revenue recognition standards jointly issued by the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) to harmonize revenue recognition standards between...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Provides Regulatory Relief for Hurricane Victims

The Securities and Exchange Commission (SEC) has provided welcome relief to companies that have been directly or indirectly affected by Hurricanes Harvey, Irma or Maria and their respective aftermaths. The relief includes...more

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