The SEC shortened Schedule 13D and Schedule 13G beneficial ownership reporting deadlines and amended disclosure requirements.
The SEC modified and accelerated the initial filing and amendment deadlines, as well as...more
11/10/2023
/ Beneficial Owner ,
Compliance ,
Deadlines ,
Derivatives ,
Disclosure Requirements ,
EDGAR ,
New Rules ,
Passive Investments ,
Reporting Requirements ,
Schedule 13D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Security-Based Swaps ,
Shareholders
Distressed de-SPACed companies are increasingly turning to chapter 11 as a means of restructuring their debts and preserving going-concern value.
Many de-SPAC mergers in 2020 and 2021 involved pre-revenue or...more
7/25/2023
/ Bankruptcy Code ,
Business Plans ,
Chapter 11 ,
Coronavirus/COVID-19 ,
Corporate Restructuring ,
Interest Rates ,
Investors ,
Liquidity ,
Private Equity ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs)
The SEC seeks to regulate trading through internal compliance processes.
The SEC settled insider trading charges in relation to misuse of a Rule 10b5-1 plan established in the name of a British Virgin Islands entity owned...more
1/5/2023
/ 10b5-1 Plans ,
Broker-Dealer ,
BVI Business Companies ,
Cease and Desist Orders ,
CEOs ,
Chief Technology Officer (CTO) ,
Compliance ,
Final Rules ,
Insider Trading ,
MNPI ,
Publicly-Traded Companies ,
Risk Mitigation ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Settlement
Affected individuals should review their 10b5-1 plans and Section 16(a) Reporting practices to ensure they comply with the new regulations.
Directors, officers and other persons (other than issuers) cannot maintain more...more
1/5/2023
/ 10b5-1 Plans ,
Affirmative Defenses ,
Certifications ,
Cooling-Off Rule ,
Disclosure Requirements ,
Insider Trading ,
MNPI ,
New Amendments ,
New Regulations ,
Private Equity Funds ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
Financing terms in the VC market are tightening in a hurry.
As valuations of public company comparables crumble and VCs engage in stricter price discipline, startups able to raise money may only be able to do so at...more
Rule proposals, if adopted, would more closely align de-SPAC mergers with traditional IPOs with respect to disclosure requirements, marketing practices, and gatekeeper obligations.
Proposed Rules would significantly...more
4/18/2022
/ Conflicts of Interest ,
Disclosure Requirements ,
EGCs ,
Fiduciary Duty ,
Financial Statements ,
Initial Public Offering (IPO) ,
Investment Company Act of 1940 ,
Mergers ,
Proposed Rules ,
PSLRA ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Shareholders ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs)
Volatility in the uranium market must be carefully evaluated to fully understand the risks of potential investment.
Short-term financial disruption may be a leading indicator for future growth, but the history of uranium...more
Chair Gensler’s enforcement agenda begins to take shape as SEC brings sprawling enforcement action against wide range of SPAC participants.
Consistent with prior SEC warnings regarding incentives for Special Purpose...more
7/16/2021
/ Airspace ,
CFIUS ,
Disclosure Requirements ,
Due Diligence ,
Enforcement Actions ,
False Statements ,
Financial Industry Regulatory Authority (FINRA) ,
Initial Public Offering (IPO) ,
Insider Trading ,
Internal Controls ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934
Updates from recent U.S. House Committee on Financial Services hearing and proposed legislation -
In light of recent Congressional hearings and proposed legislation, market participants should remain vigilant and prepared...more
March Madness extends into April as the Commission markedly increases its focus on SPACs.
Surprise pronouncements call into question use of the PSLRA safe harbor for projections and accounting treatment for warrants....more
4/19/2021
/ Corporate Counsel ,
Disclosure Requirements ,
Enforcement Actions ,
Initial Public Offering (IPO) ,
Insider Trading ,
Investors ,
New Guidance ,
Offering Documents ,
Proxy Statements ,
PSLRA ,
Registration Statement ,
Risk Mitigation ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs)
SPACs have seen exponential growth in 2020, but SPAC sponsors, investors and targets should beware the scrutiny de-SPAC transactions are receiving from the plaintiffs’ bar and the SEC.
2020’s SPAC IPO explosion will...more
12/16/2020
/ Corporate Counsel ,
D&O Insurance ,
Enforcement Actions ,
Financial Institutions ,
Initial Public Offering (IPO) ,
Private Securities Litigation Reform Act of 1995 ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Exchange Act of 1934 ,
Special Purpose Acquisition Companies (SPACs)
Recent Delaware cases have clarified that minority stockholders merely rolling over shares alongside an independent and unrelated controlling stockholder do not form a control group in most cases—the controlling stockholder...more
Delaware Supreme Court reinstates case alleging fiduciary breach for failure to disclose CEO’s post-merger compensation discussions.
Deal negotiators should take care not to negotiate their own post-closing compensation...more
7/9/2020
/ Board of Directors ,
Compensation ,
Corporate Counsel ,
DE Supreme Court ,
Duty of Loyalty ,
Executive Compensation ,
Indemnification ,
Merger Agreements ,
Negotiations ,
Personal Liability ,
Publicly-Traded Companies ,
Reversal
As venture-backed companies increasingly face the prospect of a down round, directors, management and controlling shareholders must understand the lurking liabilities and follow appropriate procedures.
Corporate boards...more
COVID-19 has brought back financing terms not seen in the VC market since the last financial crisis.
As valuations of public company comparables crumble and VCs engage in stricter price discipline, start-ups able to raise...more
Private investments in public equity are likely to become more popular as investors and public companies utilize PIPEs to navigate market turbulence.
In the face of tremendous market uncertainty, PIPE transactions offer...more
4/29/2020
/ Board of Directors ,
CFIUS ,
Conversion ,
Dividends ,
Hart-Scott-Rodino Act ,
Investors ,
Liquidity ,
Nasdaq ,
NYSE ,
PIPEs ,
Publicly-Traded Companies ,
Shareholders ,
Stock Redemption
Directors managing the impact of the COVID-19 pandemic on the business must remember their fiduciary duties as they consider potential actions and approaches, including M&A and interested party transactions, and should...more
Guidance on eligibility for small business loans under the CARES Act.
Companies that have investments from venture capital (VC) and/or private equity (PE) funds, or that have raised funds under similar terms from corporate...more
Thinking through the impact of coronavirus (COVID-19) on M&A and deal terms.
COVID-19 may cause buyers and sellers to reassess valuations, adjust pricing mechanisms and implement new methodologies for interim operations...more
TAKEAWAYS
- SEC scrutiny of private funds underscores the importance of remaining vigilant, including updating and improving compliance infrastructure and evaluating internal policies and procedures.
- Private funds...more
2/19/2020
/ California Consumer Privacy Act (CCPA) ,
Compliance ,
Cybersecurity ,
Enforcement Actions ,
Internal Controls ,
Investment Adviser ,
OCIE ,
Private Equity Firms ,
Private Funds ,
SEC Advertising Rule ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC)
DOJ settlement signals need for enhanced False Claims Act scrutiny.
Private funds continue to face heightened secondary liability risks arising from their portfolio investments....more
10/3/2019
/ Compliance ,
D&O Insurance ,
Department of Justice (DOJ) ,
Due Diligence ,
Enforcement Actions ,
False Claims Act (FCA) ,
Federal Contractors ,
Independent Director ,
Internal Controls ,
Kickbacks ,
Pensions ,
Pharmacies ,
Portfolio Companies ,
Private Equity Firms ,
Private Investment Funds ,
Risk Management ,
Settlement ,
Strategic Enforcement Plan ,
Vicarious Liability
What do you do when valuations reach record-high levels, but you have trillions of dollars to spend amid increased competition? The challenge of an “inverse proportion” of dry powder (rising) to attractive deal opportunities...more
Although the SEC did not bring as many headline enforcement actions against private funds as in years past, it continues to devote substantial resources and attention on investment advisers.
The SEC will maintain its...more
3/6/2019
/ Annual Reports ,
Conflicts of Interest ,
Cybersecurity ,
Enforcement Actions ,
Excessive Fees ,
Foreign Corrupt Practices Act (FCPA) ,
Illiquid Assets ,
Insider Trading ,
Investment Adviser ,
OCIE ,
Pay-To-Play ,
Private Equity Funds ,
Retail Investors ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC) ,
Strategic Enforcement Plan