On December 8, 2020, the Delaware Court of Chancery in Stream TV Networks, Inc. v. SeeCubic, Inc. upheld a unique structure established by secured lenders to protect their interests and in doing so the Court addressed a...more
Special purpose acquisition companies (SPACs) have become an important investment vehicle and source of M&A activity. SPAC transactions include aspects of both initial public offerings and business combinations....more
The Securities and Exchange Commission has continued its effort to update and streamline the disclosure requirements for filings with the SEC. In November, the SEC adopted amendments to the rules for Management’s Discussion...more
The Securities and Exchange Commission, on November 24, 2020, proposed changes to the rules and forms that are used for compensatory securities offerings by both private and public companies. If adopted, the changes should...more
Introduction -
We often hear from hedge fund and private equity sponsors that private funds are too limiting for their capital formation needs. Private funds are collective investment vehicles that rely on the Section...more
The Securities and Exchange Commission on November 2, 2020, by a 3 to 2 vote, adopted significant changes to the rules governing capital raising through private offerings and other offerings exempt from registration under the...more
The Securities and Exchange Commission on August 26, 2020 adopted changes to the business, legal proceeding and risk factor disclosures made by public companies and companies going public. ...more
The Securities and Exchange Commission on August 26, 2020 adopted changes to the definition of accredited investor intended to modernize the exempt offering process. It also made related changes to the definition of qualified...more
On December 18, 2019, the Securities and Exchange Commission (“SEC”) proposed certain amendments to the definitions of “accredited investor” in Regulation D and “qualified institutional buyer” (QIB) in Rule 144A, both under...more
On July 22, 2020, the SEC adopted final rules on the application of its proxy solicitation rules to proxy voting advisors. Among other things, the new rules will, for practical purposes, require these proxy advisory firms –...more
On June 23, 2020, the SEC’s Division of Corporation Finance released CF Disclosure Guidance: Topic No. 9A supplementing its previous guidance regarding COVID-19 disclosures that we discussed in a previous post. The new...more
Recently, the U.S. District Court in the Southern District of New York held in Kirschner v. J.P. Morgan that a syndicated term loan was not a “security” under several state securities (or Blue Sky) laws. While the ruling did...more
Corporate stock buybacks have been prevalent in recent years. However, due to COVID-19 and market volatility, many companies, because they are focused on liquidity and balance sheet strength, have suspended or terminated...more
The SEC has revised its rules that require public companies to disclose financial statements of acquired businesses and to show the pro forma effect of acquired and disposed businesses. The adopting release is available here....more
On May 14, 2020, the NYSE adopted temporary rules that will permit its listed companies to issue more than 20% of their presently outstanding common stock in a private placement at a discount without the shareholder approval...more
On May 4, 2020, the Nasdaq Stock Exchange adopted a new temporary rule that permits listed companies to issue more than 20% of their presently outstanding common stock at a discount from current market prices without the...more
Picking up on suggestions from its Small Business Capital Formation Advisory Committee, the SEC has adopted a temporary rule to permit small businesses eligible to do a Regulation Crowdfunding offering that have been...more
The NYSE extended the cure periods available to listed companies who have fallen out of compliance with ongoing listing requirements based on their share prices. Beginning April 21, 2020, the extension will give more time to...more
In response to the effect of the COVID-19 crisis on the public equity markets, Nasdaq is extending the time it will give a listed company to regain compliance with Nasdaq’s listing standards if its closing bid price falls...more
As of the date of this QuickStudy, although it is anticipated that Congress will increase the federal funds allocated to the Paycheck Protection Program (the “PPP”) by the Coronavirus Preparedness and Response Supplemental...more
ISS and Glass Lewis have issued guidance on their corporate governance voting policies that adds flexibility to reflect the realities of the impact of the COVID-19 crisis and the challenges in responding to it. Public...more
In a Statement on April 8, 2020, SEC Chairman Jay Clayton and Corporation Finance Division Director Bill Hinman supplemented earlier SEC guidance to emphasize the importance of disclosures by public companies about the...more
On April 7, 2020, the SEC modified its March 13th guidance described here, addressing the effect of the coronavirus (COVID-19) on annual shareholder meetings.
The modified guidance notes that issuers encountering delays in...more
In times of economic distress, insiders can sometimes be the only source of capital for a company with urgent liquidity needs. Applying lessons learned in the 2008-2009 financial crisis to the current COVID-19 market...more
The SEC issued new guidance yesterday supplementing its previously-announced COVID-19 order that gives relief from Exchange Act filing deadlines (see our blog post about the COVID-19 order here). The guidance details how the...more