Recently, the US Securities and Exchange Commission (“SEC”) adopted amendments to the definition of accredited investor (“AI”) and amendments to the definition of Qualified Institutional Buyer (“QIB”). Our updated investor...more
On December 16, 2020, the New York Stock Exchange (“NYSE”) filed a proposed rule change to certain of its shareholder approval requirements, which would bring the NYSE’s shareholder approval rules into closer alignment with...more
Shortly before the end of his tenure as Chair of the Securities and Exchange Commission (SEC), Chair Jay Clayton presided over the SEC as it considered and approved the New York Stock Exchange’s (NYSE) proposed rule change...more
On December 22, 2020, the Securities and Exchange Commission (the “SEC”) approved the proposal submitted by the New York Stock Exchange (“NYSE”) that allows companies to conduct concurrent primary offerings as part of a...more
Real estate investment trusts (“REITs”) are professionally managed companies that invest in real estate, mortgages and real estaterelated assets on behalf of their investors. Established in 1960, REITs were designed to...more
On November 2, 2020, the U.S. Securities and Exchange Commission (SEC) voted to adopt amendments proposed in March 2020 that harmonize and modernize the exempt offering framework (referred to as the Amendments). As with...more
As the pandemic has taken hold, there has been a predictable decline in stock repurchase activity; however, many issuers are evaluating restarting their programs or undertaking new programs. In this What’s the Deal guide, we...more
Portfolio 5507 discusses the securities laws applicable to foreign private issuers that access the U.S. capital markets and the integrated disclosure system....more
On October 7, 2020, the Securities and Exchange Commission (“SEC”) adopted a new rule designed to streamline and enhance the regulatory framework for funds that invest in other funds (“fund of funds arrangements”). The new...more
On September 28, 2020, the US Securities and Exchange Commission (“SEC”) approved, with immediate effectiveness, the New York Stock Exchange’s (“NYSE”) proposal to further extend its waiver of the shareholder approval...more
On August 31, 2020, the Securities and Exchange Commission (the “SEC”) notified the New York Stock Exchange (the “NYSE”) that it received a notice of intention to petition for review of the NYSE’s recently approved rule (see...more
On August 26, 2020, the Securities and Exchange Commission (the “SEC”) approved the proposal submitted by the New York Stock Exchange (“NYSE”) that allows companies to conduct concurrent primary offerings as part of a direct...more
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
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
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
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
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
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