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NYSE Proposes Amendments to Its Related Party and 20% Shareholder Approval Rules

On Dec. 28, 2020, the New York Stock Exchange (NYSE) proposed amendments to its rules requiring shareholder approval prior to the issuance of securities to Related Parties or in excess of 20% of the issuer’s voting power or...more

SEC Provides Disclosure Guidance on SPAC IPO and Subsequent Business Combination Transactions

On Dec. 22, 2020, the Staff of the Division of Corporation Finance (Staff) issued CF Disclosure Guidance: Topic 11 – Special Purpose Acquisition Companies to provide its views about certain disclosure considerations for...more

SEC Adopts Amendments to MD&A and Financial Disclosures

On Nov. 19, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the disclosure rules affecting Management’s Discussion and Analysis (MD&A) and related financial disclosures. ...more

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

SEC Proposes Rule Changes to Improve Private Placement Rules

On March 4, the Securities and Exchange Commission (the Commission) proposed a set of amendments to the rules and regulations under the Securities Act of 1933, as amended (the Securities Act), to simplify, harmonize and...more

SEC Simplifies Financial Disclosure Requirements for Subsidiary Guarantors

On March 2, 2020, the Securities and Exchange Commission voted to adopt amendments to the financial disclosure requirements for guarantors and issuers of guaranteed securities registered or being registered in Rule 3-10 of...more

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

SEC Charges Diageo for Violation of Known Trends MD&A Disclosure Requirements

On Feb. 19, 2020, the SEC announced charges against Diageo plc, an alcoholic beverages company, arising out of its failure to make required disclosures of known trends with respect to alleged unsustainable overshipments of...more

Ranking Member of Senate Finance Committee Demands FSOC Address Risk in Leveraged Loan Market

In an April 11 letter to Treasury Secretary Mnuchin, in his capacity as chair of the  Financial Stability Oversight Council (FSOC), U.S. Sen. Sherrod Brown (D-Ohio), the ranking member of the U.S. Senate Committee on Banking,...more

SEC Adopts Amendments to Implement Fast Act Disclosure Modernization and Simplification

On March 20, 2019, the Securities and Exchange Commission (the SEC) voted to adopt amendments to modernize and simplify disclosure requirements for public companies, investment advisers and investment companies. ...more

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