The SEC has revised its rules that require public companies to disclose financial statements of acquired businesses and to show the pro forma effect of acquired and disposed businesses. The adopting release is available here....more
On May 14, 2020, the NYSE adopted temporary rules that will permit its listed companies to issue more than 20% of their presently outstanding common stock in a private placement at a discount without the shareholder approval...more
On May 4, 2020, the Nasdaq Stock Exchange adopted a new temporary rule that permits listed companies to issue more than 20% of their presently outstanding common stock at a discount from current market prices without the...more
Picking up on suggestions from its Small Business Capital Formation Advisory Committee, the SEC has adopted a temporary rule to permit small businesses eligible to do a Regulation Crowdfunding offering that have been...more
The NYSE extended the cure periods available to listed companies who have fallen out of compliance with ongoing listing requirements based on their share prices. Beginning April 21, 2020, the extension will give more time to...more
In response to the effect of the COVID-19 crisis on the public equity markets, Nasdaq is extending the time it will give a listed company to regain compliance with Nasdaq’s listing standards if its closing bid price falls...more
ISS and Glass Lewis have issued guidance on their corporate governance voting policies that adds flexibility to reflect the realities of the impact of the COVID-19 crisis and the challenges in responding to it. Public...more
In a Statement on April 8, 2020, SEC Chairman Jay Clayton and Corporation Finance Division Director Bill Hinman supplemented earlier SEC guidance to emphasize the importance of disclosures by public companies about the...more
On April 7, 2020, the SEC modified its March 13th guidance described here, addressing the effect of the coronavirus (COVID-19) on annual shareholder meetings.
The modified guidance notes that issuers encountering delays in...more
In times of economic distress, insiders can sometimes be the only source of capital for a company with urgent liquidity needs. Applying lessons learned in the 2008-2009 financial crisis to the current COVID-19 market...more
The SEC issued new guidance yesterday supplementing its previously-announced COVID-19 order that gives relief from Exchange Act filing deadlines (see our blog post about the COVID-19 order here). The guidance details how the...more
The SEC’s Division of Corporation Finance issued new COVID-19 disclosure guidance on March 25, 2020. This follows earlier guidance and relief offered by the Staff. (See the links here, here and here, for example.) The SEC is...more
On March 25, 2020, the SEC modified its March 4th order described here, which allowed extended filing deadlines for disclosure reports due between March 1 and April 30, 2020. The modified order covers all filings due on or...more
3/31/2020
As part of its response to the COVID-19 crisis, on March 23, 2020, the Board of Governors of the Federal Reserve System announced a number of new programs designed to limit credit market disruption. Two of these new programs...more
On March 13, 2020, the SEC issued guidance regarding the effect of the coronavirus (COVID-19) on upcoming annual shareholder meetings. The SEC advised that a company that has already mailed and filed its proxy materials can...more
This post is following up on our previous post on February 27, 2019, “SEC Guidance on Coronavirus Disclosures,”.
On March 4, 2020, the SEC issued an order which would provide publicly traded companies with an additional 45...more
The Securities and Exchange Commission on March 5, 2020 proposed sweeping changes to the rules governing capital raising through private offerings and other offerings exempt from registration under the Securities Act. If...more
The SEC, together with the PCAOB, recently updated guidance to reporting companies on issues arising from the coronavirus (COVID-19) outbreak. On February 19, 2020, SEC Chairman Clayton, PCAOB Chairman William Duhnke, and...more
On October 17, 2018, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued a set of interpretations relating to the rules that provide an exemption from the...more
On July 18, the Securities and Exchange Commission adopted an amendment to Rule 701 increasing the threshold that triggers the Rule’s disclosure requirements. As background, Rule 701 provides an exemption from the...more
On September 21, 2017, both the Securities and Exchange Commission (the “Commission”) and its Division of Corporation Finance (“Corp Fin”) provided guidance on the pay ratio disclosure requirement mandated by the Dodd-Frank...more
Many public companies have not waited for the Securities Exchange Commission (SEC) to mandate executive compensation recovery policies, as required by the Dodd-Frank Act. Shareholder and peer pressure has resulted in the...more