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Delaware Decision Has Lessons for Lenders and Others

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

SEC Focus on SPACs

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

SEC Revision of MD&A – Focus on Future Uncertainties Disclosure

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

SEC Proposes Changes to Equity Compensation Rules

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

Making the Case for Interval and Tender Offer Funds – Hedge Fund and Private Equity Sponsors Can Increase Their Investor Base and...

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

SEC Adopts Significant Changes in Regulation of Exempt Offerings

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

SEC Modernizes Disclosure Requirements

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

SEC Updates Accredited Investor Definition; Makes Related Changes to Qualified Institutional Buyer Definition

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

SEC Adopts Amendments to Broaden the Accredited Investor and Qualified Institutional Buyer Definitions

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

SEC Adopts Rules for Proxy Voting Advisory Firms, Issues Supplemental Guidance for Investment Advisors

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

SEC Issues New COVID-19 Disclosure Guidance

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

Syndicated Term Loans and U.S. Securities Laws

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

Buybacks: How Companies Can Benefit From Undervalued Stock

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

SEC Streamlines Financial Statement Requirements for Acquired and Disposed Businesses

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

NYSE Follows NASDAQ in Temporarily Exempting Some Private Offerings From Shareholder Approval

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

Nasdaq Temporarily Permits Certain COVID-Related Private Offerings Without Shareholder Approval

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

SEC Provides Temporary Relief to Permit Expedited Crowdfunding Offerings in a Time of COVID-19

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

NYSE Also Extends Relief From Price-Based Listing Requirements

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

Nasdaq Extends Date for Compliance With Price-Related Listing Requirements

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

4/22/2020  /  Form 8-K , Listing Rules , Nasdaq

What We Know and What is Ahead: COVID-19 Financial Assistance

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 Announce Flexibility In Corporate Governance Policies During COVID-19 Crisis

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

SEC Emphasizes Meaningful Disclosure Amid COVID-19 Uncertainties

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

SEC Supplements Guidance for Conducting Shareholder Meetings

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

NYSE Gives Temporary Relief to Listed Companies for Private Placements with Insiders

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

4/10/2020  /  NYSE , Private Placements , Shareholders

SEC Issues Guidance on Deadline for Part III Information Omitted From Form 10-K

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

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