In recent years, the Securities and Exchange Commission (SEC) has increased its scrutiny of disclosure in public filings, as evidenced by an increase in the number of comments issued to public reporting companies. This trend...more
7/2/2024
/ Disclosure Requirements ,
Form 10-K ,
Form 8-K ,
GAAP ,
Initial Public Offering (IPO) ,
Real Estate Investments ,
Registration Statement ,
REIT ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On December 19, 2023, the Fifth Circuit Court of Appeals issued an opinion and judgment vacating (the “Judgment”) the U.S. Securities and Exchange Commission’s (SEC) Share Repurchase Disclosure Modernization rule (the...more
On November 22, 2023, the U.S. Securities and Exchange Commission (SEC) issued an order postponing the effective date (the “Postponement”) of the Share Repurchase Disclosure Modernization rule (the “Repurchase Rule”), which...more
On September 27, 2023, the Division of Corporation Finance (Division) of the U.S. Securities and Exchange Commission (SEC) published an announcement about its anticipated operations in the event of a potential government...more
On May 3, 2023, the U.S. Securities and Exchange Commission (SEC) adopted amendments to its rules that will require additional detail regarding the structure of share repurchase plans or programs and share repurchases by...more
5/16/2023
/ Disclosure Requirements ,
Foreign Private Issuers ,
Form 10-Q ,
Investors ,
Regulation S-K ,
Repurchases ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Stock Repurchases ,
Trading Policies
On February 15, 2023, the U.S. Securities and Exchange Commission (SEC) adopted rules and amendments to shorten the standard settlement cycle for transactions in most securities from two business days after the trade date...more
On March 30, 2022, the U.S. Securities and Exchange Commission (SEC) proposed new rules and amendments relating to special purpose acquisition companies (SPACs). The SEC indicated these proposals are meant to enhance...more
4/11/2022
/ Corporate Counsel ,
Disclosure Requirements ,
Financial Statements ,
GAAP ,
Initial Public Offering (IPO) ,
Investment Company Act of 1940 ,
Proposed Amendments ,
PSLRA ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs)
On December 15, 2021, the U.S. Securities and Exchange Commission (the SEC) proposed amendments which would require that a public company provide more timely disclosure on a new Form SR regarding purchases of its equity...more
Special Purpose Acquisition Companies (“SPACs”) played a critical role in U.S. capital market growth in 2020. There were 248 SPACs launched, raising an aggregate of $83 billion in proceeds. The beginning of 2021 witnessed an...more
3/4/2021
/ Acquisitions ,
Asia ,
Capital Markets ,
Coronavirus/COVID-19 ,
D&O Insurance ,
Initial Public Offering (IPO) ,
Investors ,
Mergers ,
Nasdaq ,
NYSE ,
PIPEs ,
Purchase Agreement ,
Right of Redemption ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs) ,
Trust Accounting
On January 27 and 28, 2021, over 300 participants joined Morrison & Foerster’s webinars on “SPAC 101- Is 2021 the Year of SPACs in Asia?” where Partners Mitchell S. Presser, Justin R. Salon, and Ruomu Li led an in-depth...more
2020 brought the COVID-19 pandemic and other headline-grabbing challenges, along with “the usual” quadrennial questions around the U.S. election. Early in the year, businesses and dealmakers focused on the pandemic and...more
1/15/2021
/ Antitrust Division ,
CFIUS ,
Coronavirus/COVID-19 ,
Due Diligence ,
Economic Stimulus ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
EU Horizontal Safeguard Regulation (HSR) ,
Federal Trade Commission (FTC) ,
Human Rights ,
Initial Public Offering (IPO) ,
Loan Forgiveness ,
Loans ,
Material Adverse Events ,
Poison Pill ,
Popular ,
Private Equity ,
Remote Working ,
Representations and Warranties ,
Special Purpose Acquisition Companies (SPACs)
2020 is drawing to a close, but the heat of the SPAC, which will be hot starting in 2019, has not diminished at all. More and more private equity funds, financial institutions and other investors are setting up SPAC. The...more
In September 2020, the U.S. Securities and Exchange Commission (SEC) attempted to clarify the extent to which a special purpose acquisition company (SPAC) can use the short-form Form S-3 to register securities after...more
On May 20, 2020, the Securities and Exchange Commission (the “SEC”) adopted amendments to the financial statement and other disclosure requirements related to acquisitions and dispositions of businesses, including real estate...more
6/3/2020
/ Acquisitions ,
Disclosure Requirements ,
Dispositions ,
Financial Statements ,
Foreign Business Partners ,
IFRS ,
Income Test ,
Investment Test ,
Proposed Amendments ,
Regulation S-X ,
Securities and Exchange Commission (SEC)
As the world continues to adapt to the COVID-19 pandemic, many companies are assessing their liquidity position, general balance sheets, near-term interest payments and debt maturities. One way companies with outstanding debt...more
As the coronavirus (COVID-19) pandemic continues to rapidly unfold and create volatility in the market, companies are considering whether to opportunistically buy back their stock pursuant to existing or newly established...more
As the world continues to adapt to the COVID-19 pandemic and its effects on humanity as well as economics and finance, market participants are increasingly focused on potential liquidity issues and debt incurrence capacity of...more
What is a REIT? -
A REIT refers to a “real estate investment trust,” which is an entity entitled to beneficial federal income tax treatment if it satisfies various requirements relating to its organization, its ownership,...more
The use of non-GAAP financial measures is nearly ubiquitous for U.S. public companies. According to Audit Analytics, 97% of S&P 500 companies used non-GAAP financial measures in earnings releases during 2017.
Many...more
What is an UPREIT? -
A common operating structure for publicly traded equity REITs is the umbrella partnership real estate investment trust (“UPREIT”) structure. In a typical UPREIT structure, the REIT holds substantially...more
6/12/2019
/ Deductions ,
Depreciation ,
Diversification Requirements ,
Estate Planning ,
Partnership Agreements ,
Partnership Interests ,
Real Estate Investments ,
REIT ,
Securities ,
Tax Deferral ,
Tax Matters Partner ,
UPREITS
GENERAL DESCRIPTION AND SUMMARY OF 8-K ITEMS -
What is Form 8-K? -
Form 8-K is the form on which public companies report, on a current basis, the occurrence of significant events. A reportable event is a transaction or...more