In response to the COVID-19 pandemic, both the New York Stock Exchange (NYSE) and The Nasdaq Stock Market LLC (Nasdaq) have sought to provide temporary relief for certain listed companies on their respective exchanges....more
On April 8, 2020, Jay Clayton, Chairman of the Securities and Exchange Commission (Commission), and William Hinman, Director of the Commission’s Division of Corporation Finance, released an unusual public statement addressing...more
As companies continue to grapple with the impact of the COVID-19 outbreak on their ongoing operations, shareholder meetings have become an area of increasing concern for those companies subject to the reporting requirements...more
Given the far-reaching consequences of the COVID-19 pandemic, including unprecedented financial and operational impacts, volatile municipal market conditions and the potential for a significant economic contraction...more
On April 6, 2020, the Securities and Exchange Commission (Commission) updated its Exchange Act Forms Compliance and Disclosure Interpretations (C&DIs) by answering two questions related to the Commission’s March 25, 2020,...more
As a result of the operational and economic turmoil that has been caused by the global spread of COVID-19, many public reporting companies are considering disclosure obligations regarding the various ways the virus has...more
On March 25, 2020, the United States Securities and Exchange Commission (SEC) issued a new order (the Order) and guidance (the Guidance) which continued to provide regulatory relief to public companies whose operations may be...more
On March 20, Securities and Exchange Commission (SEC) Chairman Jay Clayton released a statement assuring the public that the SEC will continue operating to ensure our capital markets remain open and function well. ...more
The fallout from the 2019 coronavirus disease (COVID-19) outbreak has significantly impacted a number of global industries and financial markets, causing uncertainty and disruptions that continue to evolve....more
3/13/2020
/ Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Filing Deadlines ,
Filing Requirements ,
Form 8-K ,
MD&A Statements ,
Proxy Statements ,
Publicly-Traded Companies ,
Relief Measures ,
Required Forms ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The Securities and Exchange Commission is providing temporary regulatory relief due to the novel coronavirus outbreak....more
3/12/2020
/ Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Filing Deadlines ,
Filing Requirements ,
Form 10-K ,
Publicly-Traded Companies ,
Relief Measures ,
Required Forms ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
We previously discussed the Securities and Exchange Commission’s (the SEC) proposed Rule 163B under the Securities Act of 1933, as amended (the Securities Act), and proposed amendments to Rule 405 promulgated under the...more
10/2/2019
/ Accredited Investors ,
Corporate Issuers ,
Emerging Growth Companies ,
Filing Requirements ,
Institutional Investors ,
Investment Companies ,
Proposed Rules ,
Qualified Institutional Buyers ,
Rule 163B ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Testing-the-Waters Communications
On August 8, 2019, the Securities and Exchange Commission (the SEC) voted to propose rule amendments to modernize the description of business, legal proceedings, and risk factor disclosures that public companies are required...more
8/16/2019
/ Corporate Governance ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Publicly-Traded Companies ,
Registration Statement ,
Regulation S-K ,
Regulatory Agenda ,
Regulatory Oversight ,
Regulatory Requirements ,
Reporting Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC)
As part of its ongoing review of the disclosure requirements under federal securities laws, the Securities and Exchange Commission (SEC) has proposed amendments relating to business acquisitions and dispositions by...more
The Securities and Exchange Commission (SEC) recently voted to propose new Rule 163B under the Securities Act of 1933, as amended (the Securities Act), and amendments to Rule 405 (collectively, the Proposed Rule) promulgated...more
3/4/2019
/ Accredited Investors ,
Capital Markets ,
Emerging Growth Companies ,
Gun-Jumping ,
Offerings ,
Prospectus ,
Publicly-Traded Companies ,
Qualified Institutional Buyers ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The Securities and Exchange Commission (SEC) last week adopted a final rule amending Regulation A to broaden eligibility for its exemption from full SEC registration. ...more
12/31/2018
/ Capital Markets ,
Exemptions ,
Final Rules ,
Financial Regulatory Reform ,
Public Offerings ,
Publicly-Traded Companies ,
Regulation A ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
Having lost the battle to prohibit class action waivers in consumer arbitration agreements, consumer advocates have embarked on a new crusade....more
8/29/2018
/ Arbitration ,
Bylaws ,
Class Action ,
Class Action Arbitration Waivers ,
Corporate Charters ,
Corporate Governance ,
Federal Arbitration Act ,
Initial Public Offering (IPO) ,
Preemption ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation
The Securities and Exchange Commission (SEC) on June 28, 2018, adopted amendments to the definition of "smaller reporting company" (SRC) in Rule 405 under the Securities Act of 1933 (Securities Act), Rule 12b-2 under the...more
In a unanimous ruling on February 21, the U.S. Supreme Court narrowed the definition of a whistleblower under the Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act)....more
3/1/2018
/ Anti-Retaliation Provisions ,
Digital Realty Trust Inc v Somers ,
Dodd-Frank ,
Internal Reporting ,
Reporting Requirements ,
Retaliation ,
Sarbanes-Oxley ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Whistleblower Protection Policies ,
Whistleblowers
The following joint statement was issued this last week from the Enforcement Directors of the Securities Exchange Commission and Commodity Futures Trading Commission...more
1/22/2018
/ Bitcoin ,
Blockchain ,
CFTC ,
Cryptocurrency ,
Digital Currency ,
Distributed Ledger Technology (DLT) ,
Enforcement Actions ,
Financial Markets ,
Initial Coin Offering (ICOs) ,
Investment ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Virtual Currency
Starting July 10, 2017, all companies filing certain registration statements may take advantage of a popular benefit currently allowed only to Emerging Growth Companies (EGCs) under the Jumpstart Our Business Startups (JOBS)...more
The Securities and Exchange Commission (SEC) has adopted final rules modernizing and expanding the ways in which smaller companies can raise capital.
Rule 147 of the Securities Act of 1933, as amended, provides a safe...more
10/31/2016
/ Capital Raising ,
Crowdfunding ,
Doing Business ,
Financial Institutions ,
Financial Markets ,
Public Offerings ,
Regulation D ,
Residency Status ,
Rule 147 ,
Rule 504 ,
Safe Harbors ,
Securities ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Transacting Intrastate Business
The Securities and Exchange Commission (SEC) has adopted interim final rules permitting smaller reporting companies, generally companies with a public float of less than $75 million, to incorporate by reference on Form S-1...more
Nearly two years after issuing the proposed rule, the U.S. Securities and Exchange Commission (SEC) on August 5, 2015, adopted by a 3-2 vote, the final rule on CEO-to-median employee pay ratio disclosure in what has become...more
8/7/2015
/ Compliance ,
Data Security ,
Disclosure Requirements ,
Dodd-Frank ,
Employees ,
Executive Compensation ,
Foreign Workers ,
Full-Time Employees ,
Part-Time Employees ,
Pay Ratio ,
Payroll Records ,
Privacy Policy ,
Publicly-Traded Companies ,
Regulation S-K ,
Seasonal Workers ,
Securities and Exchange Commission (SEC) ,
Tax Records ,
Temporary Employees
The Securities and Exchange Commission (SEC) recently proposed rules requiring national securities exchanges such as the New York Stock Exchange and NASDAQ to establish listing standards requiring publicly traded companies to...more
Recent amendments to the NYSE MKT Company Guide provide that NYSE MKT-listed companies can comply with that Exchange’s immediate release policy by disseminating required information using any method or combination of methods...more