On August 23, 2023, the Securities and Exchange Commission (SEC) voted three to two (Commissioners Peirce and Uyeda dissenting) to adopt new and amended rules (Final Rules) under the Investment Advisers Act of 1940 (Advisers...more
8/30/2023
/ Audits ,
Clawbacks ,
Final Rules ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Private Funds ,
Quarterly Report ,
Recordkeeping Requirements ,
Registration Requirement ,
Securities and Exchange Commission (SEC) ,
Side Letters ,
Transparency
On May 3, 2023, the Securities and Exchange Commission (SEC) adopted final rules that significantly increase issuers’ disclosure obligations by requiring more detailed periodic disclosure about repurchases and issuer trading...more
On February 8, 2021, the Division of Corporation Finance of the Securities and Exchange Commission (SEC) published a sample comment letter that the SEC might send to issuers that conduct securities offerings during periods of...more
On December 1, 2020, The Nasdaq Stock Market filed a proposal with the U.S. Securities and Exchange Commission (SEC) to adopt new listing rules that relate to diversity of board composition, proposed Rule 5605(f), and...more
12/4/2020
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Gender Equity ,
LGBTQ ,
Listing Rules ,
Nasdaq ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On September 23, 2020, the Securities and Exchange Commission (SEC) adopted amendments to modernize Rule 14a-8, which governs the process for shareholder proposals to be included in a company’s proxy statement. ...more
On June 23, 2020, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance (Division) issued guidance, CF Disclosure Guidance: Topic No. 9A, focused on disclosure considerations regarding operations,...more
On March 4, 2020, the Securities and Exchange Commission (SEC) proposed broad changes to the current private offering framework. Recognizing the growing market for private investments, this is the latest in a series of recent...more
3/12/2020
/ Crowdfunding ,
Exemptions ,
General Solicitation ,
Investment ,
Private Offerings ,
Regulation A ,
Regulation D ,
Regulation S ,
Rule 152 ,
Rule 504 ,
Rule 701 ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Testing-the-Waters Communications
On December 18, 2019, the Securities and Exchange Commission (SEC) voted to propose amendments to the definition of “accredited investor” in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended, one of the...more
On May 3, 2019, the Securities and Exchange Commission (SEC) voted to propose rule amendments to improve the information that investors receive regarding the acquisition and disposition of businesses. The proposed amendments...more
On April 16, 2019, the Delaware Supreme Court reversed a significant appraisal decision from the Court of Chancery in Verition Partners v. Aruba Networks, Inc., holding that the Chancery Court abused its discretion in using...more
The Securities and Exchange Commission (SEC) recently adopted amendments to modernize and simplify Regulation S-K and its forms. These amendments were based on the SEC’s November 23, 2016, report to Congress and serve to...more
On February 19, 2019, the Securities and Exchange Commission (SEC) proposed a rule that would expand the “test-the-waters” accommodation — currently available only to emerging growth companies (EGCs) — to all issuers. If...more
On October 1, 2018, in Akorn, Inc. v. Fresenius Kabi AG, the Delaware Court of Chancery held for the first time that a buyer had validly terminated a merger agreement due to the occurrence of a “material adverse effect”...more
On June 28, 2018, the Securities and Exchange Commission (SEC) voted on several final rules and rule proposals, including the adoption of final rules that broaden the definition of “smaller reporting company” and that require...more
On June 1, 2018, the Securities and Exchange Commission (SEC) announced settlements with 13 registered investment advisers who repeatedly failed to file Form PF over multi-year periods. In the settlement orders, the SEC...more
On July 25, 2017, the Securities and Exchange Commission (SEC) Division of Enforcement issued an investigative report on a hot new fundraising phenomenon being used by emerging companies, venture capital funds, and hedge...more
On June 29, 2017, the Securities and Exchange Commission (SEC) announced that, beginning July 10, 2017, the SEC Division of Corporation Finance will permit all issuers to confidentially submit draft registration statements...more
On March 1, 2017, the Securities and Exchange Commission (SEC) voted to adopt final rule and form amendments to require issuers to include hyperlinks to each exhibit included in SEC filings. The same day, the SEC also issued...more
On October 26, 2016, the Securities and Exchange Commission (SEC) proposed amendments to the proxy rules to require parties in contested elections to use universal proxy cards that would include the names of all board of...more
11/1/2016
/ Board of Directors ,
Capital Raising ,
Director Nominations ,
Final Rules ,
Proposed Amendments ,
Proxy Access Rule ,
Proxy Voting Guidelines ,
Rule 147 ,
Rule 504 ,
Rule 505 ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Small Offering Exemptions ,
Transacting Intrastate Business ,
Universal Proxy
On August 31, 2016, the Securities and Exchange Commission (SEC) proposed amendments to its forms and rules that would require issuers that file registration statements and periodic and current reports, which include exhibits...more
The Securities and Exchange Commission (SEC) recently released two separate proposals, one that aims to expand “smaller reporting company” eligibility and another that is designed to streamline disclosure requirements....more
8/3/2016
/ Disclosure Requirements ,
Emerging Growth Companies ,
GAAP ,
IFRS ,
Proposed Amendments ,
Public Comment ,
Regulation S-K ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies ,
Stock Float ,
Threshold Requirements
A recent Securities and Exchange Commission (SEC) settlement order highlights the importance that the SEC has placed on the issue of broker-dealer registration for the private equity industry. On June 1, 2016, the SEC...more
6/22/2016
/ Broker-Dealer ,
Cease and Desist ,
Civil Monetary Penalty ,
Disgorgement ,
Enforcement Actions ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Portfolio Companies ,
Private Equity Funds ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations ,
Transaction-Based Compensation ,
Unregistered Brokers
On May 17, 2016, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) issued 12 new Compliance & Disclosure Interpretations (C&DIs) regarding the use of non-GAAP financial...more