So long ago that it may have slipped from memory, the U.S. Securities and Exchange Commission (“SEC”) adopted changes to the regime for reporting beneficial interests in publicly traded equity securities on Schedule 13G. The...more
On January 24, 2024, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules governing initial public offerings (“IPOs”) of special purpose acquisition companies (“SPACs”) and subsequent combinations between...more
Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 directs the SEC to adopt rules requiring public companies to provide disclosure of executive pay as compared to company performance. The...more
On February 10, 2022, the SEC adopted a proposal to make significant changes in the rules requiring investors to report their ownership of shares of U.S. publicly traded companies.
As recommended by some corporate...more
Introduction – what are SPACs? A Special Purpose Acquisition Company, or ‘SPAC,’ is a company created with cash only for the purpose of acquiring one or more businesses (the UK ‘blank-check company’ is very similar). SPACs...more
In a speech before the Economic Club of New York on November 19, 2020, outgoing SEC Chair Jay Clayton urged companies to adopt “good corporate hygiene” measures regulating insider trading and equity awards based on the...more
On April 24, 2020, the Paycheck Protection Program and Healthcare Enhancement Act was signed into law, providing an additional $310 billion in funding for the Paycheck Protection Program, which commenced under the original...more
The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law on March 27, 2020, with the goal of offsetting some of the economic consequences of the COVID-19 pandemic. A key part of the legislation...more
On January 30, 2020, the SEC issued guidance on the use of key performance metrics for public companies discussing their financial results and proposed amendments to certain financial reporting requirements. The published...more
2/11/2020
/ Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
Investment Adviser ,
Investment Companies ,
MD&A Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Regulatory Oversight ,
Regulatory Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Sustainability
On December 18, 2019, the SEC proposed amendments to its definition of “accredited investor” to add new categories of qualifying natural persons and entities able to participate in certain exempt offerings without specific...more
12/24/2019
/ Accredited Investors ,
Exemptions ,
Financial Regulatory Reform ,
Institutional Investors ,
Investment Opportunities ,
Natural Person Requirement ,
Offerings ,
Proposed Amendments ,
Regulatory Agenda ,
Regulatory Reform ,
Regulatory Requirements ,
Rulemaking Process ,
Rural Business Investment Companies (RBICs) ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions
How should an initial coin offering, or ICO, be conducted? Despite a burgeoning ICO market, there is little consensus.
ICOs are offerings of digital assets, or tokens, generally associated with a platform or project to be...more
Accounting for income taxes can be complex and is seldom exciting. Suspense was added, however, by the passage of the Tax Cuts and Jobs Act shortly before year end 2017. Would public companies have enough time to analyze the...more
1/2/2018
/ Business Taxes ,
Corporate Taxes ,
Disclosure Requirements ,
Financial Statements ,
Form 8-K ,
Income Taxes ,
New Legislation ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Tax Cuts ,
Tax Deductions ,
Tax Planning ,
Tax Rates ,
Tax Reform ,
Trump Administration
With Halloween and Thanksgiving, thoughts naturally turn to year end reporting obligations. Here’s a brief summary of some changes in reporting requirements that will affect U.S. public companies in the coming year, as well...more
12/11/2017
/ Audit Reports ,
Compensation & Benefits ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
GAAP ,
Pay Ratio ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Reporting Requirements ,
Year-End Planning
Shareholder activists get more attention in the media when they pursue large-cap companies, but shareholder activism has long been part of the mid- and small-cap market. Smaller companies may actually be easier targets,...more
As we previously discussed (Should Your Board Adopt an Exclusive Forum Bylaw?, July 2013; The Future of Exclusive Forum Bylaws, November 2013), forum selection bylaws (also sometimes called exclusive forum bylaws) have become...more
On January 31, 2014, the Securities and Exchange Commission (SEC) issued an important no-action letter in which the staff of the SEC’s Division of Trading and Markets declared that it would not recommend enforcement action...more
The proxy and annual reporting season is upon us and, as with other things, it is best to be prepared. Here are some thoughts for publicly traded companies to carry through the season and help plan for the remainder of the...more
On December 18, 2013, the Securities and Exchange Commission (SEC) voted to propose amendments to Regulation A, as mandated by Section 401 of the Jumpstart Our Business Startups Act (JOBS Act). The proposals are intended to...more
On December 11, 2013, the public comment period will close on two new auditing standards proposed by the Public Company Accounting Oversight Board (PCAOB) to improve the informational value of the auditor’s report. These...more
As we previously discussed (Should Your Board Adopt an Exclusive Forum Bylaw?, July 2013), in recent years many public companies have adopted “exclusive forum” bylaws, a trend that received a boost when Chancellor Leo E....more
On July 10, 2013, the SEC substantially changed the rules for conducting unregistered offerings in reliance on Rule 506 of Regulation D by:
- Lifting the ban on general solicitation and advertising in offerings where...more
Exclusive forum charter and bylaw provisions limit certain types of shareholder litigation to the corporation’s jurisdiction of incorporation, and so potentially reduce or eliminate the cost and strategic difficulties of...more
On April 2, 2013 the Securities and Exchange Commission (SEC) issued a report (the Netflix Report) announcing that it would not pursue enforcement action against Netflix, Inc. and its Chief Executive Officer, Reed Hastings,...more
Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, is intended to provide a safe harbor from insider trading liability for corporate insiders who trade their company’s stock pursuant to certain...more
The Jumpstart Our Business Startups Act, or JOBS Act, was designed to facilitate capital-raising transactions by smaller companies, including private companies. A likely but less heralded consequence of the JOBS Act is that...more