As we noted here, the SEC has expanded the definition of accredited investor. This means many forms of subscription agreements may need to be updated. No two agreements are exactly alike, but we have updated one form we use....more
The SEC adopted amendments to modernize the description of business, legal proceedings, and risk factor disclosures that registrants are required to make pursuant to Regulation S-K. These disclosure items have not undergone...more
On August 26, 2020, the Securities and Exchange Commission adopted amendments and issued a related order to expand the definition of “accredited investor” under Rule 501(a) of the Securities Act to include natural persons...more
The SEC charged former Hertz CEO and Chairman Mark Frissora with aiding and abetting the company in its filing of inaccurate financial statements and disclosures....more
8/17/2020
/ Aiding and Abetting ,
Disclosure Requirements ,
Earnings Reports ,
Enforcement Actions ,
Financial Reporting ,
Form 10-K ,
Hertz ,
Incentive Compensation ,
MD&A Statements ,
Regulatory Violations ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
Proxy voting advice businesses, or PVABs, have come to play an important role in the proxy voting process by providing an array of voting services that can help investment advisers and institutional investor clients manage...more
The SEC previously issued an order that, subject to certain conditions, provided publicly traded companies with an additional 45 days to file certain disclosure reports. The current relief provided public companies with a...more
The SEC’s Division of Corporation Finance (Division) has issued disclosure guidance in the form of CF Disclosure Guidance: Topic No. 9A addressing COVID-19 disclosure considerations regarding operations, liquidity and capital...more
In a settled enforcement action, the SEC charged Argo Group International Holdings, Ltd. with failure to disclose perquisites provided to its CEO and board member, Mark E. Watson III. In an interesting twist, the SEC charged...more
In a settled enforcement action, the SEC charged Argo Group International Holdings, Ltd. for failure to disclose perqs provided to its CEO and board member, Mark E. Watson III....more
6/5/2020
/ Compensation & Benefits ,
Disclosure Requirements ,
Enforcement Actions ,
Failure to Comply ,
Failure To Disclose ,
Proxy Statements ,
Publicly-Traded Companies ,
Reimbursements ,
Retirement Plan ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations
In 2016, Ares Management LLC, a subsidiary of a global alternative asset manager, invested several hundred million dollars in client funds in a portfolio company in the form of debt and equity. Confidentiality provisions in...more
The SEC has adopted amendments to the financial disclosure requirements in Regulation S-X for acquisitions and dispositions of businesses. When a registrant acquires a significant business, other than a real estate operation,...more
The SEC has adopted amendments to the financial disclosure requirements in Regulation S-X for acquisitions and dispositions of businesses. When a registrant acquires a significant business, other than a real estate operation,...more
The SEC has approved, effective immediately, new Section 312.03T of the NYSE Listed Company Manual. Section 312.03T provides a limited, temporary exception from the shareholder approval requirements in Section 312.03(c),...more
Many believe that economic disruptions caused by the COVID-19 pandemic will lead to increased bankruptcies. If that is true, a portion of those bankruptcies would include public companies....more
The SEC has approved Nasdaq's proposal to temporarily modify certain rules in an effort to streamline listed companies’ access to capital. The rule proposal is immediately effective....more
The SEC has published a series of FAQs relating to how its COVID-19 Order affects certain matters with respect to the use and filing of Form S-3. The COVID-19 Order provides that, subject to certain conditions, publicly...more
Public companies have begun to make disclosures regarding receipt of loan proceeds from the Paycheck Protection Program established by the CARES Act. ...more
4/15/2020
/ CARES Act ,
Coronavirus/COVID-19 ,
Disclosure Requirements ,
Federal Loans ,
Financial Stimulus ,
Paycheck Protection Program (PPP) ,
Publicly-Traded Companies ,
Relief Measures ,
SBA ,
SBA Lending Programs ,
Securities and Exchange Commission (SEC) ,
Small Business
The SEC staff provided limited relief for those who wish to file Form 144 in paper as a result of the COVID-19 pandemic. A Form 144 must be filed with the SEC upon the sale of restricted securities when specified in Rule...more
As a result of the COVID-19 pandemic, SEC staff provided guidance on changing the date time and place of an annual meeting, switching to a virtual shareholder meeting and certain matters related to shareholder proposals....more
SEC Chair Jay Clayton and William Hinman, Director, Division of Corporation Finance, shared their views in a public statement on first quarter earnings communications. Highlights of the wide-ranging statement are discussed...more
In a public statement, Sagar Teotia, Chief Accountant of the SEC, spoke to a number of implications of COVID-19 and financial reporting. Among other things, Mr. Teotia noted that the SEC staff recognizes that the accounting...more
The Coronavirus Aid, Relief and Economic Security Act, or CARES Act, is a little bit over a week old and public companies have begun to make disclosures regarding its impact in SEC filings....more
4/6/2020
/ CARES Act ,
Coronavirus/COVID-19 ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Filing Requirements ,
Form 10-K ,
Form 8-K ,
Required Forms ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The Southern District of New York granted the SEC’s request for a preliminary injunction halting a coin offering in Securities and Exchange Commission v. Telegram Group Inc. et al....more
3/31/2020
/ Blockchain ,
Cryptocurrency ,
Howey ,
Initial Coin Offering (ICOs) ,
Investment Opportunities ,
Offerings ,
Preliminary Injunctions ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Token Sales ,
Unregistered Securities
We previously noted that as a result of COVID-19 the SEC, pursuant to an order, provided publicly traded companies with an additional 45 days to file certain disclosure reports if designated conditions were met. One of the...more
The SEC’s Division of Corporation Finance published formal disclosure guidance and other views of securities law compliance for public companies with respect to COVID-19....more