Latest Publications

Share:

Bye-Bye Big Boys? The SEC Turns its Enforcement Focus to Private Deals

On April 4, 2023, the U.S. Securities and Exchange Commission (“SEC”) filed suit against Charlie Javice, the 31-year-old founder of Frank, a student loan and financial aid assistance company. That same day, the U.S....more

SEC Adopts Share Repurchase Amendments

On May 3, 2023, the U.S. Securities and Exchange Commission (the “Commission”) adopted amendments to its rules regarding share repurchase disclosures (the “Final Rules”) in an effort to enhance transparency and...more

Five Q&A’s Regarding the SEC’s Pay Versus Performance Disclosure Rules

On August 25, 2022, the Securities and Exchange Commission (SEC) adopted its long-awaited pay versus performance (PvP) rules mandated by the Dodd-Frank Act of 2010.1 These rules amend the SEC’s existing executive compensation...more

The Rise of Crypto SPACs

Digital assets and special purpose acquisition companies (“SPACs”) have been two of the hottest topics in the financial world over the past few years, and, unsurprisingly, the topics overlap with increasing frequency. We have...more

Delaware Chancery Court Issues Highly-Anticipated SPAC-Related Decision

On January 3, 2022, the Delaware Court of Chancery issued a long-awaited and highly-anticipated decision arising out of a challenge to a transaction involving a special purpose acquisition company (SPAC) and addressing...more

SEC Enforcement of Human Capital Disclosures: The First Fingerprints

In a September 21, 2021 press release, Activision Blizzard confirmed that the SEC Enforcement Division issued a subpoena “to the Company and several current and former employees and executives regarding disclosures on...more

The Insider: Key Developments for Chief Legal Officers and Corporate Legal Teams

Welcome to the inaugural issue of The Insider. This new publication from King & Spalding’s Public Companies Practice, which will be produced periodically, is focused on key developments for chief legal officers and their...more

ESG Agenda

BlackRock Doubles Down on Sustainability - • BlackRock signals substantially more assertive posture on climate-related issues • New approach to shareholder proposals saw BlackRock support 54% of environmental and social...more

BlackRock’s 2021 Policy Guidance

Each January, BlackRock typically previews its stewardship priorities in CEO Larry Fink’s annual letter to portfolio companies, followed soon thereafter by updated proxy voting guidelines. Given BlackRock’s position as the...more

Significant 2021 Proxy Advisor Policy Changes

Proxy advisory firms ISS and Glass Lewis have issued their annual updated proxy voting guidelines for the upcoming 2021 proxy season. Glass Lewis’s new guidelines apply to shareholder meetings on or after January 1, 2021,...more

SEC Approves Polarizing 14a-8 Reforms

On September 23, 2020, the SEC adopted long-awaited amendments to Rule 14a-8 modifying the criteria for eligibility and resubmission of shareholder proposals. Prior to these amendments, the submission threshold had not been...more

SEC Adopts Amendments to Modernize Portions of Regulation S-K

On August 26, 2020, the Securities and Exchange Commission adopted modest amendments to Item 101 (business description), Item 103 (legal proceedings) and Item 105 (risk factors) of Regulation S-K. The amendments reflect...more

A New Era For Activist Defense: Going Beyond the Relics of the 80s

New Market Paradigm and Pandemic Impact Requires New Solutions for U.S. Public Companies - After years of tremendous economic growth, COVID-19 has unleashed unprecedented market volatility and extreme value dislocations for...more

Goals for Boards in the COVID-19 Era

The COVID-19 pandemic is an unprecedented event in human history, with massive impacts on people and organizations around the world. Companies in the United States have been evaluating and responding to the crisis for several...more

Share Price/NAV Disconnects in Current Markets

The last several weeks generated a dislocation in the capital markets not seen since the Great Recession or, in many instances, ever. REIT stocks as a group have been hit hard with the RMZ down approximately 34.41% over the...more

Impact of the Coronavirus Disease 2019 (COVID-19) on Public and Private Securities Offerings

The rapidly developing news on the spread of the Coronavirus Disease 2019 (“COVID-19”) in the United States and other nations across the world has resulted in significant turmoil in global financial markets, bringing renewed...more

REIT Advisor – March 2020

On March 2, 2020, the Securities and Exchange Commission (the “SEC”) released its final rule amending the financial disclosure requirements applicable to registered debt offerings that include credit enhancements, including...more

Big Three Investors Announce 2020 Priorities

BlackRock, Vanguard, and State Street Global Advisors are the world’s three largest asset managers, collectively representing over $16 trillion in AUM, including 81% of all ETF assets. These “Big Three” investors collectively...more

BlackRock Announces Major Shift Making Climate Change Central to Investment Decisions

On January 14th, BlackRock’s CEO Larry Fink issued his annual letter to portfolio company CEOs, this year titled “A Fundamental Reshaping of Finance.” The letter focuses on the potential effect that climate change will have...more

Impact of U.S. Government Shutdown on M&A

How could the government shutdown affect your M&A transactions? Understand the ramifications of the shutdown through the lens of antitrust, securities and exchange commission, CFIUS, export controls and economic sanctions...more

Using Forward Sale Agreements to Capitalize on Market Conditions

A forward sale of common shares is an offering that is agreed upon today with a settlement date in the future. Forward sale agreements allow companies to capitalize on current trading prices by locking in a price at which it...more

11/30/2018  /  Equity Markets , Public Offerings , REIT , Stocks

Addressing Retail Flowback in Listing Transactions for Unlisted REITs

Unlisted real estate investment trusts, or unlisted REITs, have enjoyed tremendous success raising and deploying capital into real estate investments. Unlisted REITs raise capital through public offerings and make filings...more

Potential SEC Shutdown: Frequently Asked Questions About the Impact on Capital Markets Transactions and Public Companies

19 Law Firm Consensus Report as of 10:00 am EST, Monday, January 22, 2018 - On Friday, January 19, 2018, the Securities and Exchange Commission (SEC) announced that “should there be a federal government shutdown after...more

Glass Lewis Issues 2018 Voting Policies Update

On November 22, 2017, Glass Lewis issued its updated proxy voting guidelines for the upcoming 2018 proxy season. Notable updates applicable to U.S. companies include new or revised policies relating to: ..gender diversity...more

ISS Issues 2018 Voting Policies Update

On November 16, 2017, Institutional Shareholder Services (“ISS”) issued its updated proxy voting guidelines for the upcoming 2018 proxy season. Notable updates applicable to U.S. companies include new or revised policies:...more

30 Results
 / 
View per page
Page: of 2

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide