On March 24, 2020, Judge P. Kevin Castel of the Southern District of New York granted the U.S. Securities Exchange Commission (“SEC”) an injunction to prevent Telegram Group Inc. and TON Issuer Inc. (collectively, “Telegram”)...more
As the COVID-19 pandemic evolves, companies are experiencing a host of adverse consequences and gaining insight into additional potential risks of the pandemic to their businesses. At the same time, general uncertainty...more
While corporate stock buybacks, as well as dividend payments, are receiving significant scrutiny in the face of the coronavirus pandemic as companies look to preserve cash, the same is not currently true for stock purchases...more
In further recognition of the challenges to conducting business during the COVID-19 pandemic:
..On March 25, 2020, the Securities and Exchange Commission extended through July 1, 2020, and clarified the conditions for, the...more
Last week, amidst the focus on the coronavirus, the Securities and Exchange Commission made progress on its short-term rulemaking agenda by amending the definitions of “accelerated filer” and “large accelerated filer.” The...more
April, May and June are typically the most popular months for public companies to host their annual meetings of shareholders. This year, the unprecedented public health concern resulting from the coronavirus or COVID-19...more
3/16/2020
/ Annual Meeting ,
Bylaws ,
Compliance ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Emergency Management Plans ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Shareholder Meetings ,
Virtual Meetings
Earlier this week, the Securities and Exchange Commission issued an Order granting conditional relief from certain obligations under the federal securities laws for companies facing challenges as a result of the current...more
Yesterday, the Securities and Exchange Commission issued an Order granting conditional regulatory relief from certain filing obligations under the Securities Exchange Act of 1934 for companies facing challenges in meeting...more
3/5/2020
/ Coronavirus/COVID-19 ,
Disclosure Requirements ,
Filing Deadlines ,
Form 10-K ,
Form 10-Q ,
Form 20-F ,
Publicly-Traded Companies ,
Relief Measures ,
Risk Management ,
Rule 144 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On January 30, 2020, the SEC issued Commission Guidance on Management’s Discussion and Analysis of Financial Condition and Results of Operations. The guidance provides a framework for ensuring that disclosure of key...more
The IPO market produced 142 IPOs in 2017, a total that was 45% higher than the 98 IPOs in 2016 and just shy of the 152 IPOs in 2015, but still lower than the annual average of 155 IPOs over the five-year period from 2011 to...more
On April 24, 2018, the Securities and Exchange Commission announced a settled enforcement proceeding against Altaba Inc. (formerly known as Yahoo! Inc.) arising out of data breaches suffered by Yahoo in 2014, 2015 and 2016....more
Cybersecurity is one of the highest priority issues for public company executives and directors. This note shares our views—developed over our involvement in the aftermath of many cybersecurity events as well as counseling on...more
On February 21, 2018, the Securities and Exchange Commission (SEC) approved an interpretive release updating guidance on public company disclosure and other obligations concerning cybersecurity matters. The interpretive...more
The election of Donald Trump as the next President and the continued Republican control of Congress raise questions as to what changes may be expected at the Securities and Exchange Commission (SEC or Commission) and what may...more
On May 17, 2016, the SEC’s Division of Corporation Finance escalated the SEC’s efforts to curb perceived misuse of non-GAAP financial measures with the issuance of a revised set of Compliance and Disclosure Interpretations...more
5/26/2016
/ C&DIs ,
Earnings Reports ,
EBITDA ,
Financial Reporting ,
Form 8-K ,
GAAP ,
Non-GAAP Financial Measures ,
Publicly-Traded Companies ,
Regulation G ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
On December 4, 2015, President Obama signed into law the Fixing America’s Surface Transportation Act. The FAST Act, which is aimed principally at authorizing spending on highway and transit projects, includes several...more
Highlights -
- As mandated by the Dodd-Frank Act, the Securities and Exchange Commission has proposed rules requiring national securities exchanges to require listed companies to develop, implement and disclose policies...more
7/16/2015
/ Clawbacks ,
Corporate Governance ,
Dodd-Frank ,
Executive Compensation ,
Financial Reporting ,
Incentive Compensation ,
Listing Standards ,
Proposed Regulation ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Stock Exchange ,
Total Shareholder Return (TSR)
Overview -
On April 29, 2015, the Securities and Exchange Commission (SEC) voted 3-2 to propose new rules requiring companies to disclose the relationship between executive compensation “actually paid” and the...more
Overview -
On March 25, 2015, the Securities and Exchange Commission (SEC) adopted amendments to Regulation A (Regulation A+) pursuant to Section 401 of the Jumpstart Our Business Startups Act (JOBS Act) for offers...more
5/4/2015
/ Amended Regulation ,
Blue Sky Laws ,
Equity Financing ,
JOBS Act ,
Private Offerings ,
Public Offerings ,
Regulation A ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Small Offering Exemptions ,
Startups