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Nasdaq Proposes Stricter Delisting Rules for Low-Priced Stocks

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

Nasdaq Proposes Stricter Rules on Reverse Stock Splits

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

FDA Issues Revised Draft Guidance on “Off-Label” Communications to Health Care Providers – Expanded Scope, Yet Limitations Remain

The FDA issued Revised Draft Guidance addressing communications by drug and device manufacturers about “off-label” uses of approved products. The Revised Draft Guidance supersedes FDA’s 2014 Draft Guidance on...more

SEC Finalizes Amendments Governing Beneficial Ownership Reporting

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

Proposed Amendments to DGCL Include Amendment to Required Vote Threshold for Certain Charter Amendments

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

SEC Reopens Comment Period for Beneficial-Ownership Reporting Requirements Rule Proposal

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

SEC Proposes Amendments to Beneficial-Ownership Reporting Requirements, Including Shortening 13D and 13G Filing Windows

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

International Capital Markets Newsletter: The ESG Edition - June 2021 – Issue 4: SEC’s Recent Pronouncements on ESG and Other...

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

SEC Adds Its Voice to Those Looking for “Equity”-ble Treatment of Gig Workers – New SEC Proposal Modernizes Rule 701 and Form S-8

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

The SEC Adopts Sweeping Updates to Disclosure Rules Under Regulation S-K

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

SEC Streamlines Financial Disclosure Requirements Applicable to Business Acquisition and Disposition Transactions

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

SEC Proposes Amendments to Modernize Shareholder Proposal Rule

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

SEC Adopts Rule Allowing All Issuers to "Test the Waters"

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

SEC Proposes Updates to Disclosure Rules under Regulation S-K

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

FINRA Proposes Amendments to Rule 5110 (Corporate Financing Rule – Underwriting Terms and Arrangements)

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

SEC Adopts New Simplified Disclosure Rules

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

New EU rules ease access to capital for SMEs

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

SEC Commences Expanded Nonpublic Review of Registration Statements

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

Nasdaq Proposed Shareholder Approval Rules Update

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

Opportunities for Banking Entities Under the Joint Venture Provision of the Volcker Regulations

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

SEC Provides Guidance on Activities That Constitute "General Solicitation" for Private Placements on Electronic Platforms

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

The SEC Revamps Regulation A with Proposed Regulation A+

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

SEC Approves Exchanges’ Proposed Rules for Compensation Committees and Their Advisers

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

Revised NASDAQ Rules Relating to Public Disclosure by Listed Issuers Following Receipt of Notification of Non-compliance with...

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

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