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SEC Expands Accommodations for Nonpublic Review of Most Securities Act and Exchange Act Registration Statements

On March 3, 2025, the Securities and Exchange Commission (the “SEC”) expanded the accommodations for the confidential submission and review of registration statements under the Securities Act of 1933 (the “Securities Act”) or...more

2025 SEC Filing Deadlines and Financial Statement Staleness Dates

2025 desk top reference for public companies: the attached document includes a 2025 calendar and other resources to help alert public companies to key SEC filing dates and financial statement staleness deadlines....more

U.S. Court of Appeals for the Fifth Circuit Vacates SEC’s Approval of Nasdaq’s Board Diversity Rules

On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit (“Fifth Circuit”) vacated the U.S. Securities and Exchange Commission’s (“SEC”) approval of The Nasdaq Stock Market LLC’s (“Nasdaq”) Board Diversity Rules....more

SEC Brings Charges for Failure to File Form D Notice in Connection with Exempt Securities Offerings under Regulation D

On December 20, 2024, the Securities and Exchange Commission (“SEC”) announced charges against two private companies and a registered investment advisor for failure to file a Form D in connection with exempt offerings under...more

Update on Nasdaq and NYSE Rulemaking to Curb Excessive Reverse Stock Splits

Nasdaq Adopts Rules Modifying Delisting Process for Securities Failing to Maintain Compliance with Minimum Bid Price Requirement - As we previously reported, in August of 2024 the Nasdaq Stock Market LLC (“Nasdaq”)...more

Nasdaq Proposes Modifications to Delisting Process for Securities Failing to Maintain Compliance with Minimum Bid Price...

On August 6, 2024, the Nasdaq Stock Market LLC (“Nasdaq”) submitted proposed rule changes to the U.S. Securities and Exchange Commission (“SEC”). If adopted, the revised rules would modify the Nasdaq delisting process in...more

1% Stock Buy Back Tax; Little Relief for Issuers Under Final Tax Regulations

The U.S. Treasury finalized regulations (the “Regulations”), providing rules for public companies subject to the 1% excise tax on certain redemptions of their publicly traded stock (the “Stock Repurchase Excise Tax”). The...more

SEC Shortening of Securities Transaction Settlement Cycle to Take Effect

On February 15, 2023, the Securities and Exchange Commission (the “Commission”) adopted final rule amendments to shorten the standard settlement cycle for securities broker-dealer transactions from two business days after the...more

Republic of the Marshall Islands Now Accepting Electronically Transmitted Signatures for Corporate Filings

Following the recent amendments to the Marshall Islands Maritime Act permitting the electronic recordation of preferred mortgages and lease finance charters, the Marshall Islands Registrar of Corporations has adopted the...more

SEC Adopts Climate-Related Disclosure Regulations

On March 6, 2024, the Securities and Exchange Commission (SEC) adopted new rules that increase public company reporting requirements regarding climate change.  The new rules, which the SEC originally proposed in March 2022,...more

Annual Report and Shareholder Meeting Season

This memorandum is for our Capital Markets clients in anticipation of the upcoming annual reporting and shareholder meeting season for 2024. Below you will find key filing deadlines, new disclosure requirements, and general...more

Republic of the Marshall Islands Removed from EU List of Non-Cooperative Jurisdictions

The European Union (EU) list of non-cooperative jurisdictions for tax purposes was established in December 2017 as part of its external strategy on taxation with the aim of contributing to ongoing efforts to promote tax good...more

Client Alert - SEC Issues Final Rules Modernizing Section 13(d) and (g) Beneficial Ownership Reporting

On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) issued its final rules modernizing beneficial ownership reporting under Sections 13(d) and (g) of the Securities Exchange Act of 1934 (the “Exchange...more

Marshall Islands Maritime Act Amended

In August 2023, the parliament of the Republic of the Marshall Islands, the Nitijela, adopted amendments to the Maritime Act of 1990 (the “Maritime Act”), which can be found here. Set forth below is a summary of the...more

The Modern De-SPAC and a Way Forward

I. SPAC and de-SPAC Background - A special purpose acquisition company, or SPAC, is a public company with no operations, products, or assets. Unlike a traditional public company’s initial public offering (IPO), a SPAC’s...more

Notice: Amended Share Repurchase Disclosure Requirements 

On May 3, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted final amendments to Rules and Regulations under the Securities Exchange Act of 1934 (the “Exchange Act”) to add disclosure requirements relating...more

2022 Highlights from the Global Bank and Institutional Finance & Restructuring Group

$55B CLO/ Loan Facilities Represented several financial institutions in connection with CLOs (including middle-market CLOs), multi-currency loan facilities and warehouse transactions, as well as redemptions, re-pricings,...more

Down to the Wire: Citibank Wins Big in Revlon Appeal

In a long-anticipated decision, on September 8, 2022, the United States Court of Appeals for the Second Circuit (the “Second Circuit”) vacated the judgment of the Southern District of New York (the “District Court”) in, In re...more

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