On March 2, 2020, the Securities and Exchange Commission (SEC) adopted amendments that reduce and simplify the financial disclosure requirements applicable to registered debt offerings for guarantors and issuers of guaranteed...more
3/9/2020
/ Amended Regulation ,
Corporate Issuers ,
Debt Securities ,
Disclosure Requirements ,
Financial Statements ,
Guarantors ,
Parent Corporation ,
Public Offerings ,
Publicly-Traded Companies ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Subsidiaries
On November 26, 2019, the New York Stock Exchange (NYSE) filed a notice of proposed rule change with the Securities and Exchange Commission (SEC) that would have modified NYSE’s direct listing rules to (1) permit companies to...more
12/10/2019
/ Capital Markets ,
Capital Raising ,
Direct Listing ,
Distribution Rules ,
NPRM ,
NYSE ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions
In this issue of The Distributed Ledger, we discuss the IRS' warning letters for over 10,000 cryptocurrency holders, the SEC's settlement with a blockchain company regarding unregistered ICO transactions, and a European...more
9/23/2019
/ Blockchain ,
Crypto Exchanges ,
Cryptocurrency ,
Data Controller ,
Data Processors ,
Digital Assets ,
Distributed Ledger Technology (DLT) ,
Ethereum ,
FinHub ,
Gaming ,
General Data Protection Regulation (GDPR) ,
Initial Coin Offering (ICOs) ,
Initial Public Offering (IPO) ,
IRS ,
No-Action Letters ,
Personal Information ,
Popular ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Settlement Agreements ,
Simple Agreement for Future Tokens (SAFT) ,
Smart Contracts ,
Startups ,
Unregistered Securities ,
Warning Letters
In this issue, we examine the release of the much-anticipated Strategic Hub for Innovation and Financial Technology (FinHub) guidance for analyzing how U.S. federal securities laws apply to initial coin offerings, the...more
4/16/2019
/ Advertising ,
Blockchain ,
California Consumer Privacy Act (CCPA) ,
CNIL ,
Cryptocurrency ,
Default ,
Digital Assets ,
Discovery ,
Distributed Ledger Technology (DLT) ,
Division of Corporate Finance ,
Ethereum ,
EU ,
FinHub ,
France ,
Frozen Assets ,
General Data Protection Regulation (GDPR) ,
Guilty Pleas ,
Initial Coin Offering (ICOs) ,
Investment Contract ,
Motion to Dismiss ,
No-Action Letters ,
NYDFS ,
Offerings ,
Payment Tokens ,
Personal Jurisdiction ,
Plea Agreements ,
Popular ,
Preliminary Injunctions ,
Profits ,
Public Comment ,
Putative Class Actions ,
Safe Harbors ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Tokens ,
Securities Violations ,
Settlement ,
Smart Contracts ,
Unregistered Securities ,
Virtual Currency
On February 19, 2019, the Securities and Exchange Commission (SEC) voted to propose a new rule and related amendments under the Securities Act that would expand the permissible use of testing-the-waters communications to...more
2/22/2019
/ Accredited Investors ,
Capital Formation ,
Corporate Issuers ,
Emerging Growth Companies ,
JOBS Act ,
Offerors ,
Proposed Amendments ,
Proposed Rules ,
Public Comment ,
Qualified Institutional Buyers ,
Regulation FD ,
Securities and Exchange Commission (SEC) ,
Testing-the-Waters Communications
On January 25, 2019, President Donald Trump signed into law a continuing resolution that immediately reopened the federal government through February 15, 2019. The three-week continuing resolution is a welcome development,...more
1/28/2019
/ Continuing Resolution ,
Corporate Issuers ,
Division of Corporate Finance ,
Financial Statements ,
Government Shutdown ,
Initial Public Offering (IPO) ,
Nasdaq ,
New Guidance ,
No-Action Letters ,
NYSE ,
Proxy Materials ,
Proxy Season ,
Publicly-Traded Companies ,
Registration Statement ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Trump Administration ,
Waivers
In July 2018, changes came into effect to improve the range, quality and timeliness of information available to the market and to remedy certain perceived conflicts of interest during the U.K. initial public offering (IPO)...more
1/22/2019
/ Banks ,
Conflicts of Interest ,
Corporate Issuers ,
Disclosure Requirements ,
Financial Conduct Authority (FCA) ,
Independent Investigations ,
Initial Public Offering (IPO) ,
New Rules ,
Registration Requirement ,
Stock Float ,
UK ,
UK Brexit ,
UK Regulatory Reforms
This is the second edition of The Distributed Ledger, a periodic publication covering the latest trends and developments in blockchain technology, digital assets and smart contracts. In this issue, we examine the SEC’s new...more
11/8/2018
/ Anti-Money Laundering ,
Blockchain ,
CFTC ,
CNIL ,
Commodity Exchange Act (CEA) ,
Cross-Border Transactions ,
Data Controller ,
Data Processors ,
Digital Assets ,
EU ,
FATF ,
FinHub ,
FinTech ,
Initial Coin Offering (ICOs) ,
International Data Transfers ,
Personally Identifiable Information ,
Popular ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Smart Contracts ,
Startups ,
Terrorist Financing Regulations ,
Virtual Currency
This is the inaugural issue of The Distributed Ledger, a periodic publication covering the latest trends and developments in blockchain technology, digital assets and smart contracts. In this edition, we examine a federal...more
10/16/2018
/ Anti-Fraud Provisions ,
Blockchain ,
CFTC ,
Commodities ,
Commodity Exchange Act (CEA) ,
Conflicts of Interest ,
Consumer Protection Laws ,
Corporate Counsel ,
Cryptocurrency ,
Digital Assets ,
Distributed Ledger Technology (DLT) ,
Exclusive Jurisdiction ,
Fraud ,
Misappropriation ,
NYDFS ,
Popular ,
Research and Development ,
Smart Contracts ,
State Attorneys General ,
State Legislatures ,
Trade Market Abuse ,
Trading Platforms ,
Virtual Currency ,
Young Lawyers
On July 24, 2018, the Securities and Exchange Commission (SEC) proposed rule amendments that would simplify the financial disclosure requirements applicable to registered debt offerings for guarantors and issuers of...more
8/9/2018
/ Amended Rules ,
Collateralized Debt Obligations ,
Corporate Issuers ,
Debt Securities ,
Disclosure Requirements ,
Financial Statements ,
Guarantors ,
Parent Corporation ,
Private Placements ,
Proposed Amendments ,
Regulation S-X ,
Rule 144A ,
Securities and Exchange Commission (SEC) ,
Subsidiaries
On July 18, 2018, the Securities and Exchange Commission (SEC) issued a concept release soliciting public comment on ways to modernize Rule 701 and Form S-8 of the Securities Act of 1933 to account for recent developments...more
8/3/2018
/ Amended Rules ,
Board of Directors ,
Corporate Issuers ,
Corporate Officers ,
Disclosure Requirements ,
Employee Stock Purchase Rights ,
Equity Compensation ,
Executive Compensation ,
Financial Statements ,
Form S-8 ,
Offerings ,
Private Offerings ,
Public Comment ,
Publicly-Traded Companies ,
Qualified Restricted Stock Units (RSUs) ,
Rule 701 ,
Securities and Exchange Commission (SEC) ,
Solicitation ,
Stock Options ,
Threshold Requirements
On July 17, 2018, the House of Representatives passed the JOBS and Investor Confidence Act (JOBS Act 3.0), a package of reforms consisting of 32 pieces of legislation principally designed to spur entrepreneurship by...more
7/24/2018
/ Accredited Investors ,
Angel Investors ,
Capital Formation ,
Dual Class Share Structures ,
Emerging Growth Companies ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Initial Public Offering (IPO) ,
JOBS Act ,
M&A Brokers ,
Private Offerings ,
Proposed Legislation ,
Regulatory Burden ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Small Business ,
Startups ,
Venture Funding
On July 18, 2018, the Securities and Exchange Commission (SEC) amended Rule 701(e) of the Securities Act of 1933 (Securities Act), as mandated by the Economic Growth, Regulatory Relief, and Consumer Protection Act. The...more
On June 28, 2018, the Securities and Exchange Commission (SEC) approved amendments to the definition of “smaller reporting company” (SRC) that will substantially expand the number of companies that will qualify for the scaled...more
On April 27, 2018, the Securities Industry and Financial Markets Association (SIFMA), the U.S. Chamber of Commerce and Nasdaq, along with certain technology and biotechnology groups, released a policy paper titled “Expanding...more
5/10/2018
/ Biotechnology ,
Broker-Dealer ,
Capital Markets ,
Chamber of Commerce ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Financial Reporting ,
ICFR ,
Initial Public Offering (IPO) ,
Institutional Shareholder Services (ISS) ,
Investment Banks ,
JOBS Act ,
Large Corporate Filers ,
Mandatory Arbitration ,
Mutual Funds ,
Nasdaq ,
New Guidance ,
Offerors ,
PCAOB ,
Proxy Advisors ,
Publicly-Traded Companies ,
Registered Investment Advisors ,
Regulatory Reform ,
Reporting Requirements ,
Sarbanes-Oxley ,
Securities ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Short Sales ,
SIFMA ,
Small Business ,
Technology Sector ,
Tick Size ,
WKSIs ,
XBRL Filing Requirements
On February 2, 2018, the SEC approved the New York Stock Exchange’s proposal to permit qualifying private companies to use “direct listings” to list their shares on the NYSE and become publicly traded without conducting an...more
2/9/2018
/ Acquisitions ,
Amended Rules ,
Capital Markets ,
Direct Listing ,
Initial Public Offering (IPO) ,
Listing Rules ,
Mergers ,
NYSE ,
Private Placements ,
Privately Held Corporations ,
Registration Statement ,
Securities ,
Securities and Exchange Commission (SEC) ,
Spinoffs ,
Valuation
Danny Tricot (London, capital markets): Capital markets in Europe were generally positive in 2017, recovering from a mixed year in 2016. The first half of the year was particularly strong for high-yield issuances in Europe,...more
1/26/2018
/ Capital Markets ,
Capital Markets Union ,
Debt Financing ,
Debt Market ,
Equity Markets ,
EU ,
European Central Bank ,
Financial Conduct Authority (FCA) ,
France ,
High-Yield Markets ,
Initial Public Offering (IPO) ,
Small and Medium-Sized Enterprises (SMEs) ,
UK
The much-discussed new revenue recognition standards jointly issued by the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) to harmonize revenue recognition standards between...more
On November 1, 2017, the House of Representatives passed two bills intended to ease regulatory burdens on capital formation. The bills would amend the Securities Act of 1933 (Securities Act) to extend the “testing the waters”...more
11/7/2017
/ Accredited Investors ,
Capital Formation ,
Corporate Finance ,
Corporate Issuers ,
Emerging Growth Companies ,
Initial Public Offering (IPO) ,
JOBS Act ,
Proposed Legislation ,
Publicly-Traded Companies ,
Registration Statement ,
Regulatory Standards ,
Securities and Exchange Commission (SEC)
On August 17, 2017, the staff (Staff) of the Securities and Exchange Commission (SEC) issued new guidance that will streamline significantly the confidential submission process for emerging growth companies (EGCs) and...more
8/23/2017
/ C&DIs ,
Confidential Information ,
Corporate Issuers ,
Draft Documents ,
Emerging Growth Companies ,
Financial Statements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Initial Public Offering (IPO) ,
New Guidance ,
Registration Statement ,
Securities and Exchange Commission (SEC)
In July 2017, global index providers S&P Dow Jones (S&P DJI) and FTSE Russell (FTSE) announced changes to their index eligibility rules, with S&P DJI excluding from certain of its indices companies with multi-class capital...more
8/9/2017
/ Corporate Governance ,
Corporate Structures ,
Dow Jones ,
Eligibility ,
FTSE ,
Index Funds ,
Publicly-Traded Companies ,
S&P ,
Share Class Structures ,
Shareholder Rights ,
Voting Powers ,
Voting Rights
The U.S. Securities and Exchange Commission (SEC) announced on June 29, 2017, that the staff (staff) of the Division of Corporation Finance will accept draft registration statement submissions from all companies for nonpublic...more
7/6/2017
/ Confidential Information ,
Corporate Issuers ,
Draft Documents ,
EDGAR ,
Emerging Growth Companies ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Initial Public Offering (IPO) ,
JOBS Act ,
Registration Statement ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On March 22, 2017, the Securities and Exchange Commission (SEC) adopted an amendment to Securities Exchange Act Rule 15c6-1(a) to shorten the standard settlement cycle for most broker-dealer securities transactions from three...more
On November 3, 2016, in Lowinger v. Morgan Stanley & Co. LLC, the U.S. Court of Appeals for the 2nd Circuit upheld a district court finding that customary initial public offering (IPO) lock-up agreements do not render parties...more
As the end of the year approaches, reporting companies should be aware of the various SEC filing deadlines for 2017. Companies also should be mindful of the 2017 financial statement “staleness” dates (when financial...more