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 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
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
1/20/2025
/ Appeals ,
Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Nasdaq ,
Regulatory Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation
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
1/7/2025
/ Cease and Desist ,
Civil Monetary Penalty ,
Disclosure Requirements ,
Exemptions ,
Failure-to-File ,
Form D Filing ,
Investment Adviser ,
Regulation D ,
Securities ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Unregistered Securities
This memorandum summarizes key U.S. Securities and Exchange Commission (“SEC”) and stock exchange regulatory filing deadlines, new disclosure requirements and general tips and guidance for both U.S. domestic issuers and for...more
12/24/2024
/ Annual Reports ,
Artificial Intelligence ,
Beneficial Owner ,
Board of Directors ,
China ,
Clawbacks ,
Climate Change ,
Cryptoassets ,
Cybersecurity ,
Disclosure Requirements ,
Diversity ,
Economic Sanctions ,
EDGAR ,
Enrollment ,
Equity Securities ,
Executive Compensation ,
Filing Deadlines ,
Final Rules ,
Foreign Private Issuers ,
GAAP ,
Insider Trading ,
Interest Rates ,
Middle East ,
Military Conflict ,
Non-GAAP Financial Measures ,
Policies and Procedures ,
Price Inflation ,
Reporting Requirements ,
Russia ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Stock Exchange ,
Stock Options ,
Ukraine ,
XBRL Filing Requirements
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
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
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
8/6/2024
/ Broker-Dealer ,
Complex Corporate Transactions ,
Debt Instruments ,
Excise Tax ,
Inflation Reduction Act (IRA) ,
Nasdaq ,
Recordkeeping Requirements ,
Registered Investment Companies (RICs) ,
Regulatory Requirements ,
REIT ,
Restricted Stocks ,
Securities Exchange Act of 1934 ,
Special Purpose Acquisition Companies (SPACs) ,
Stock Repurchases ,
Stocks ,
U.S. Treasury
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
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
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
3/11/2024
/ Annual Reports ,
Attestation Requirements ,
Business Strategies ,
Climate Change ,
Compliance ,
Disclosure Requirements ,
Financial Statements ,
Greenhouse Gas Emissions ,
New Rules ,
Quarterly Report ,
Reporting Requirements ,
Risk Management ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Tax Liability
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
12/22/2023
/ 10b5-1 Plans ,
Annual Reports ,
Beneficial Owner ,
Clawbacks ,
Cooling-Off Rule ,
Corporate Officers ,
Cyber Incident Reporting ,
Cybersecurity ,
Directors ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Filing Deadlines ,
Foreign Private Issuers ,
Insider Trading ,
MNPI ,
Regulation S-K ,
Reporting Requirements ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Shareholder Meetings ,
Stock Repurchases
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
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
10/24/2023
/ Beneficial Owner ,
Compliance ,
Deadlines ,
EDGAR ,
Filing Deadlines ,
Final Rules ,
Investors ,
Passive Investments ,
Schedule 13D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934
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
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
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
$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
The U.S. Securities and Exchange Commission (the “SEC”) has adopted amendments and updated disclosure requirements that are to be included in a reporting company’s annual report on Form 10-K or 20-F. The SEC has also proposed...more
2/7/2023
/ Clawbacks ,
Climate Change ,
Coronavirus/COVID-19 ,
Cybersecurity ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
EDGAR ,
Environmental Social & Governance (ESG) ,
Financial Reporting ,
Financial Statements ,
Form 10-K ,
Form 20-F ,
Greenhouse Gas Emissions ,
Human Capital ,
Interest Rates ,
Internal Controls ,
Nasdaq ,
Popular ,
Price Inflation ,
Proposed Amendments ,
Proposed Rules ,
Risk Factors ,
Risk Management ,
Russia ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Supply Chain ,
Ukraine
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