Here’s the deal:
An effective shelf registration statement allows an issuer to be in a position to complete multiple offerings from time to time in the future without having the timing of any such offering delayed by a...more
Issuers with outstanding fixed-to-floating or floating rate preferred securities or depositary shares representing an interest in underlying preferred securities will soon need to consider how to address operative LIBOR-based...more
SEC Comments Relating to Grants of Cheap Stock -
The staff of the Securities and Exchange Commission’s (the “SEC”) Division of Corporation Finance issues comment letters relating to registration statements and periodic...more
As we previously blogged, on April 16, 2020, The Nasdaq Stock Market (“Nasdaq”) announced temporary relief from the bid price and market value of publicly-held shares listing requirements in response to the COVID-19 pandemic....more
On July 2, 2020, the Securities and Exchange Commission (the “SEC”) approved, with immediate effectiveness, the New York Stock Exchange’s (“NYSE”) proposal to extend its waiver of the shareholder approval requirements set...more
On June 30, 2020, Securities and Exchange Commission (“SEC”) Chair Jay Clayton moderated a roundtable concerning pandemic-related disclosure considerations. The roundtable included Gary Cohn, former Director of the National...more
An “at-the-market” (“ATM”) offering is an offering of securities into an existing trading market for the securities at a price or prices related to the then-market price of the securities. ATM offerings are continuous...more
On June 22, 2020, the New York Stock Exchange (“NYSE”) submitted an amended proposal to the Securities and Exchange Commission (“SEC”) that would modify existing NYSE rules relating to direct listings in order to permit...more
On June 25, 2020, the staff of the Division of Corporation Finance (the “Staff”) released three temporary statements to assist filers impacted by the COVID-19 pandemic....more
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
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
In the midst of the economic downturn caused by the COVID-19 pandemic, companies facing liquidity issues may consider a rights offering. A rights offering provides a company’s stockholders an opportunity to subscribe for...more
This practice note provides 10 practice tips that can help you as counsel to an issuer seeking to engage in a liability management transaction. Given recent market volatility, issuers in a wide range of industry sectors may...more
On May 14, 2020, the Securities and Exchange Commission (“SEC”) approved, with immediate effectiveness, a rule filing from the New York Stock Exchange (“NYSE”) granting temporary relief from the shareholder approval...more
The New York Stock Exchange has filed with the SEC a proposed rule filing to provide for temporary relief through June 30, 2020 from the application of certain shareholder approval requirements under Section 312.03 and...more
On May 12, 2020, Steven Peikin, the Co-Director of the Securities and Exchange Commission’s Division of Enforcement (the “Division”), remotely presented a keynote address at the Securities Enforcement Forum summarizing...more
On May 4, 2020, the Securities and Exchangen Commission approved a rule filing from Nasdaq granting temporary relief from the shareholder approval requirements in respect of certain transactions (the “rule filing”). Nasdaq...more
In order to mitigate potential filing delays due to the ongoing impacts of the COVID-19 pandemic, the Securities and Exchange Commission’s (“SEC”) Division of Investment Management has extended the EDGAR filing window from...more
On April 21, 2020, the Securities and Exchange Commission (“SEC”) approved, with immediate effectiveness, the proposal filed by the New York Stock Exchange (the “NYSE”) to permit a longer period of time for NYSE-listed...more
On April 17, 2020, the Securities and Exchange Commission (“SEC”) approved, with immediate effectiveness, the proposal filed by The Nasdaq Stock Market (“Nasdaq”) to permit a longer period of time for Nasdaq-listed companies...more
On April 8, 2020, the Securities and Exchange Commission (SEC) voted to adopt final rule amendments that modernize the offering related provisions of the Securities Act of 1933, as amended (the Securities Act), and the...more
On April 6, 2020, the Securities and Exchange Commission (“SEC”) approved, with immediate effectiveness, the proposal filed by the New York Stock Exchange (“NYSE”) with the Commission on April 3, 2020 to waive certain...more
On April 3, 2020, the New York Stock Exchange (“NYSE”) filed with the Securities and Exchange Commission (“SEC”) for approval two proposals designed to assist NYSE-listed companies with temporary relief in response to the...more
The COVID-19 pandemic has resulted in severe market volatility in U.S. capital markets and the loss of significant equity value for many U.S. public companies. As a result, many companies may be at risk of losing their...more
On March 4, 2020, the Securities and Exchange Commission (“SEC”) proposed amendments to the current framework of registration exemptions and safe harbors. ...more
3/6/2020
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