A board of directors of a Delaware company may delegate its authority to grant equity awards if certain requirements enumerated in the Delaware General Corporation Law (DGCL) are met. Effective August 1, 2023, updates were...more
Effective August 1, amendments (the 2023 amendments) to the Delaware General Corporation Law (DGCL) further update the framework under which a company's board of directors may delegate its authority to grant equity incentive...more
In a long-awaited decision in SEC v. Ripple Labs, Inc., U.S. District Judge Analisa Torres of the Southern District of New York held that Ripple Labs, Inc.’s (Ripple) XRP token is not, in and of itself, a security requiring...more
On May 3, the Securities and Exchange Commission (SEC) adopted rule amendments regarding disclosures about repurchases of an issuer's equity securities, or issuer stock buybacks. The final rule and fact sheet can be found...more
Overview -
This article highlights comment letters publicly issued by the Securities and Exchange Commission (SEC) to Real Estate Investment Trusts (REITs) during 2022. The SEC issues comment letters in connection with...more
Effective as of August 1, amendments to the Delaware General Corporation Law (DGCL) update the framework under which a company’s board of directors may delegate its authority to grant equity incentive awards....more
As public companies prepare for the 2021 reporting season, they will need to consider new SEC disclosure requirements and guidance. In addition, public companies must evaluate the impact of the COVID-19 pandemic (COVID-19),...more
On December 1, the New York attorney general issued guidance that issuers selling “covered securities” must provide notice through the Electronic Filing Depository (EFD) of the North American Association of Securities...more
At the October 7, 2020 open meeting of the Securities and Exchange Commission (SEC), Chairman Jay Clayton announced that the Staff of the Commission proposed to grant exemptive relief, permitting natural persons to engage in...more
10/9/2020
/ Accredited Investors ,
Broker-Dealer ,
Capital Markets ,
Exemptions ,
Exemptive Relief ,
Financial Industry Regulatory Authority (FINRA) ,
Finders ,
Investment Advisers Act of 1940 ,
Registered Representatives ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
On August 26, the U.S. Securities and Exchange Commission (SEC) adopted amendments expanding the definition of “accredited investor” to allow additional categories of investors to invest in unregistered private offerings. The...more
8/28/2020
/ Accredited Investors ,
Amended Regulation ,
Corporate Issuers ,
Employee Retirement Income Security Act (ERISA) ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Limited Liability Company (LLC) ,
Private Equity ,
Private Offerings ,
Privately Held Corporations ,
Registration Requirement ,
Regulation D ,
Rule 144A ,
Rural Business Investment Companies (RBICs) ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Venture Capital
The U.S. Securities and Exchange Commission (SEC) initially announced on March 4 that it is providing conditional regulatory and time-limited relief from certain filing and periodic reporting obligations under the Securities...more
The Staff of the U.S. Securities and Exchange Commission (SEC) announced guidance on March 13 for public companies that have been impacted by the coronavirus disease 2019 (COVID-19) and that wish to modify the date, time or...more
3/17/2020
/ Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
EDGAR ,
Filing Deadlines ,
Filing Requirements ,
Proxy Season ,
Publicly-Traded Companies ,
Relief Measures ,
Required Forms ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Meetings ,
Virtual Meetings
Stock exchange-listed public companies in the United States are required to hold annual shareholder meetings, which are traditionally held in person. Virtual annual shareholder meetings — where shareholders participate...more
3/12/2020
/ Best Practices ,
China ,
Coronavirus/COVID-19 ,
Crisis Management ,
Emergency Management Plans ,
Infectious Diseases ,
Proxy Season ,
Public Health ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Meetings ,
Virtual Meetings
The U.S. Securities and Exchange Commission (SEC) announced on March 4 that it is providing conditional regulatory and time-limited relief from certain filing and periodic reporting obligations under the Securities Exchange...more
3/6/2020
/ Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Filing Deadlines ,
Form 10-K ,
Form 10-Q ,
Form 8-K ,
Form S-3 ,
Form S-8 ,
Publicly-Traded Companies ,
Relief Measures ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On February 28, the Securities and Exchange Commission proposed a new rule under the Securities Act of 1933. The new rule 163B would expand the availability to follow-on and other registered offerings and to all issuers of...more
4/22/2019
/ Accredited Investors ,
Comment Period ,
EGCs ,
Gun-Jumping ,
Proposed Rules ,
Public Offerings ,
Qualified Institutional Buyers ,
Registration Statement ,
Regulatory Agenda ,
Regulatory Requirements ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Solicitation/Distribution Policies ,
Testing-the-Waters Communications ,
WKSIs
The Commodity Futures Trading Commission (CFTC) has now made it clear that, in its view, certain initial coin offerings (ICOs) within the United States or affecting U.S. residents may be within its jurisdiction. On October...more
10/19/2017
/ Blockchain ,
CFTC ,
Cryptocurrency ,
Digital Currency ,
Distributed Ledger Technology (DLT) ,
Dodd-Frank ,
Financial Markets ,
Initial Coin Offering (ICOs) ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Token Sales ,
Unregistered Securities ,
Virtual Currency
Two initial coin offerings (ICOs) were the target of a Securities and Exchange Commission (SEC) enforcement action filed on September 29. Based on the SEC’s descriptions, both ICOs, on their face, appear to be frauds, with...more
10/5/2017
/ Blockchain ,
Digital Currency ,
Distributed Ledger Technology (DLT) ,
Enforcement Actions ,
Financial Markets ,
Initial Coin Offering (ICOs) ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Token Sales ,
Unregistered Securities ,
Virtual Currency
Many initial coin offerings (ICOs) have recently raised large amounts of capital without the regulatory constraints of traditional initial public offerings (IPOs) and other capital-raising strategies. On July 25, the U.S....more
7/28/2017
/ Blockchain ,
Digital Currency ,
Distributed Ledger Technology (DLT) ,
Financial Institutions ,
Financial Markets ,
Howey ,
Initial Coin Offering (ICOs) ,
Popular ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Token Sales ,
Unregistered Securities ,
Virtual Currency
The SEC’s rule changes further streamline the pathway for many companies to conduct their initial public offerings and reduce the burdens associated with their subsequent SEC periodic reporting obligations.
On January...more
On October 30, 2015, the Securities and Exchange Commission (SEC) adopted final crowdfunding rules. More than two years after the publication of the proposed crowdfunding rules, the SEC approved regulations that permit...more
11/4/2015
/ Blue Sky Laws ,
Broker-Dealer ,
Capital Raising ,
Compliance ,
Crowdfunding ,
Disclosure Requirements ,
EDGAR ,
Federal Register ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
Initial Public Offering (IPO) ,
Investment ,
Investors ,
JOBS Act ,
Regulation D ,
Reporting Requirements ,
Rule 506 Offerings ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
On March 25, the U.S. Securities and Exchange Commission (SEC) adopted final rules amending Regulation A to implement the provisions of Section 401 of the Jumpstart Our Business Startups Act (JOBS Act). The new rules confirm...more
When almost 98 percent of takeover transactions valued at more than $100 million result in shareholder litigation, and often such transactions are the subject of multiple lawsuits filed in multiple jurisdictions, it is no...more
A fundamental precept of the federal securities laws is that any purchase or sale of a security must either be registered under the Securities Act of 1933 (the Securities Act) or qualify for an exemption from registration....more
In a watershed event reversing decades of private offering restrictions, on July 10, 2013, the Securities and Exchange Commission (SEC) approved final rules required by the Jumpstart Our Business Startups Act of 2012 (JOBS...more
Public and private entities can access the U.S. capital markets without registering the offering with the U.S. Securities and Exchange Commission (SEC) by issuing securities under Rule 144A and/or Regulation S of the U.S....more