Nasdaq is proposing accelerated compliance and delisting timelines for all companies that do not comply with its minimum bid price requirement
Additionally, under the proposed rule, if a company has implemented a reverse...more
If a company implements a reverse stock split to meet the $1.00 minimum price rule that results in failing to comply with another listing standard (e.g., minimum publicly held shares or minimum number of public stockholders),...more
The FDA issued Revised Draft Guidance addressing communications by drug and device manufacturers about “off-label” uses of approved products.
The Revised Draft Guidance supersedes FDA’s 2014 Draft Guidance on...more
11/3/2023
/ Draft Guidance ,
Federal Food Drug and Cosmetic Act (FFDCA) ,
First Amendment ,
Food and Drug Administration (FDA) ,
Health Care Providers ,
Manufacturers ,
Medical Devices ,
Off-Label Promotion ,
Off-Label Use ,
Online Platforms ,
Pharmaceutical Industry ,
Real World Evidence
Revised deadlines for initial Schedule 13D and Schedule 13G filings:
Schedule 13D: within five business days (rather than 10 calendar days) after crossing the 5% beneficial ownership threshold or losing eligibility to file...more
10/18/2023
/ Amended Rules ,
Beneficial Owner ,
Compliance ,
Consumer Protection Act ,
Deadlines ,
Dodd-Frank ,
Institutional Investors ,
Investment Adviser ,
Passive Investments ,
Reporting Requirements ,
Schedule 13D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Security-Based Swaps
On May 16, 2023, the Delaware State Senate passed a bill proposing several amendments (the "2023 Amendments") to the General Corporation Law of the State of Delaware (the “DGCL”), including an amendment to Section 242 that...more
The U.S. Securities and Exchange Commission (the “SEC”) announced on April 28, 2023, that it has reopened the comment period for its February 2022 Modernization of Beneficial Ownership Reporting rule proposal (the “Proposed...more
On February 10, 2020, the Securities and Exchange Commission (the “SEC”) proposed rule amendments (the “Proposed Amendments”) to accelerate the filing deadlines for Schedule 13D and 13G filings, expand the...more
2/15/2022
/ Beneficial Owner ,
Comment Period ,
Corporate Officers ,
Disclosure Requirements ,
Filing Deadlines ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
That the meaning of “ESG” no longer needs to be explained, illustrating how important these issues have become to investors, public companies, international capital markets and, correspondingly, the U.S. Securities and...more
The Securities and Exchange Commission (the “SEC”) recently proposed temporary rules that would permit companies to offer equity compensation to “platform workers” who provide services available through the company’s...more
On August 26, 2020, the Securities and Exchange Commission adopted sweeping changes to the disclosures regarding the description of business, legal proceedings and risk factors that reporting companies are required to provide...more
On May 21, 2020, the U.S. Securities and Exchange Commission (the “SEC”) announced adoption of updates to the financial disclosure requirements of Regulation S-X and related rules applicable to the acquisition and disposition...more
6/2/2020
/ Acquisitions ,
Amended Rules ,
Asset Test ,
Business Development Companies ,
Disclosure Requirements ,
Dispositions ,
Final Rules ,
Financial Reporting ,
Income Test ,
Investment Test ,
Publicly-Traded Companies ,
Registered Investment Companies (RICs) ,
Regulation S-X ,
Securities and Exchange Commission (SEC)
Key Takeaways -
Proposed amendments to Rule 14a-8 of the Exchange Act would significantly tighten the procedural and substantive requirements of the “shareholder-proposal rule.”...more
The Securities and Exchange Commission (SEC) on September 26, 2019 voted to adopt a new rule that extends the "test-the-waters" accommodation under the Securities Act of 1933 (Securities Act) to all issuers.1 The new Rule...more
10/9/2019
/ Accredited Investors ,
BDC ,
Corporate Issuers ,
Exemptions ,
Initial Public Offering (IPO) ,
Institutional Investors ,
JOBS Act ,
Publicly-Traded Companies ,
Qualified Institutional Buyers ,
Regulation FD ,
Rule 163B ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Testing-the-Waters Communications
On August 8, 2019, the Securities and Exchange Commission proposed sweeping changes to the disclosures regarding the description of business, legal proceedings and risk factors that reporting companies are required to provide...more
8/19/2019
/ Business Development ,
Corporate Governance ,
Disclosure Requirements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Incorporation by Reference ,
Modernization ,
Proposed Amendments ,
Proposed Rules ,
Regulation S-K ,
Risk Factors ,
Securities and Exchange Commission (SEC)
The Financial Industry Regulatory Authority, Inc. filed proposed amendments to FINRA Rule 5110 (Proposed Rule Change) with the Securities and Exchange Commission on April 11, 2019.1 Rule 5110 (Rule) imposes certain...more
5/24/2019
/ Corporate Finance ,
Derivatives ,
Exemptions ,
Filing Requirements ,
Financial Industry Regulatory Authority (FINRA) ,
Lock-Up Requirements ,
Non-Convertible Debt Securities ,
Prohibited Transactions ,
Proposed Rules ,
Public Offerings ,
Right of First Refusal ,
Securities ,
Securities and Exchange Commission (SEC) ,
Underwriting ,
Venture Capital
The United States Securities and Exchange Commission announced on March 20, 2019 the adoption of amendments to its rules in light of its mandate under the 2015 Fixing America’s Surface Transportation (FAST) Act. The bulk of...more
The new EU Prospectus Regulation (the “New Prospectus Regulation”), which entered into force on 20 July 2017 (although many of its provisions take effect on 21 July 2018 and 21 July 2019), aims to facilitate access to capital...more
The U.S. Securities and Exchange Commission recently announced1 an expansion of nonpublic review of draft registration statements for initial public offerings, initial registrations of classes of securities under Section...more
Highlights -
- Under NASDAQ rules, shareholder approval is required for the issuance of shares in connection with certain transactions.
- NASDAQ announced that it is seeking public input on liberalizing the...more
Under the Volcker Regulations (Regulations), banking entities are sharply restricted in their ability to invest in and sponsor entities that are treated as “covered funds.” During the rulemaking process, the Volcker Agencies...more
The U.S. Securities and Exchange Commission (the “SEC”) on August 6, 2015, issued a no-action letter to Citizen VC, Inc. (the “Citizen Letter”) and new compliance and disclosure interpretations (“C&DIs”), providing...more
9/4/2015
/ Compliance ,
Disclosure Requirements ,
Electronic Data Transmissions ,
General Solicitation ,
Investors ,
No-Action Letters ,
Private Placements ,
Regulation D ,
Rule 506 Offerings ,
Securities and Exchange Commission (SEC) ,
Websites
Introduction -
The Securities & Exchange Commission (the “SEC”) proposed significant revisions to Regulation A on December 18, 2013, as mandated by Congress under Title IV of the Jumpstart Our Business Startups Act of...more
The U.S. Securities and Exchange Commission (“SEC”) formally approved several new listing rules proposed by NASDAQ and the NYSE on January 11, 2013. The new listing rules are designed to bring the listing standards of each...more
The U.S. Securities and Exchange Commission (“SEC” or the “Commission”) has approved a NASDAQ proposed rule change that revises disclosure requirements following a listed issuer’s receipt of notification from NASDAQ that the...more