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SEC Proposes Extensive New Rules Applicable to SPACs and de-SPAC Transactions

On March 30, 2022, the Securities and Exchange Commission (the “SEC”) proposed a set of rules and amendments governing special purpose acquisition companies (“SPACs”) that will, if adopted, impose significant new regulatory...more

SEC Proposes Broad New Climate Change Disclosure Requirements

In a 500-page release, the SEC has proposed significant new public company climate change disclosure requirements for both domestic companies and foreign private issuers, including the actual and potential impacts of climate...more

SEC Brings Enforcement Action Against Space SPAC for Alleged Misleading Disclosure and Due Diligence Failures

The U.S. Securities and Exchange Commission (“SEC”) has brought an enforcement action against a special purpose acquisition company (“SPAC”) and its major participants, highlighting enhanced regulatory scrutiny of SPACs and...more

SPAC Disclosures – SEC Focuses in on Conflicts of Interests

On December 22, 2020, the staff of the Securities and Exchange Commission's Division of Corporation Finance issued new guidance with disclosure considerations for special purpose acquisition companies ("SPACs"). The new...more

Nasdaq Proposes New Board Diversity Requirements for Listed Companies

On December 1, 2020, Nasdaq proposed new listing rules that, if approved by the SEC following a public comment period, would require Nasdaq-listed companies either to have, or explain why they do not have, at least two...more

SEC Amends MD&A Disclosure Rules and Trims Financial Disclosure Requirements

On November 19, 2020, the Securities and Exchange Commission (SEC) adopted amendments to Regulation S-K that update and streamline its rules governing Management’s Discussion and Analysis of Financial Condition and Results of...more

SEC Amends Rules to Facilitate Capital Raising in Private Offerings

On November 2, 2020, the Securities and Exchange Commission adopted amendments to facilitate the use of private, or “exempt,” offerings. The changes will impact offerings structured pursuant to Section 4(a)(2), Regulation D...more

SEC Adopts a More Principles-Based Approach to Public Company Disclosure Requirements

On August 26, 2020, the Securities and Exchange Commission adopted amendments to Regulation S-K that simplify and modernize the disclosure requirements relating to description of business, legal proceedings, and risk factors,...more

The SEC Makes Sweeping Changes to The M&A Financial Statement and Pro Forma Requirements

On May 21, 2020, the Securities and Exchange Commission (the “SEC”) amended the financial statement and other disclosure requirements that apply when public companies acquire or dispose of a business or real estate...more

The SEC's New Disclosure Regime for Real Estate Acquisitions - A User's Guide for REITs

The Securities and Exchange Commission (the "SEC") recently adopted amendments to Regulation S-X and related rules and forms that will streamline and reduce the financial statements required to be filed in connection with...more

NYSE Facilitates Private Financing to Assist Public Companies through the COVID-19 Period

SEC Approves Temporary Waiver of NYSE Shareholder Approval Rules to Provide Companies Additional Flexibility to Raise PIPE Financing - On April 6, 2020, the Securities and Exchange Commission (the “SEC”) announced the...more

UPDATE: SEC Expands Temporary Relief for Public Company Filing Deadlines

On March 25, 2020, the U.S. Securities and Exchange Commission ("SEC" or "Commission") announced an Order to provide further extensions for public company filing deadlines due to the COVID-19 pandemic. This Order supersedes...more

Public Company Reporting in the Shadow of the Pandemic

As the COVID-19 virus disrupts businesses, public companies face both operational and compliance challenges as public disclosure has become a more complex and evolving task. Companies with calendar year-ends are beginning to...more

SEC Provides Temporary Relief and Guidance for Companies and Funds Affected by the Coronavirus

Exemptive Relief - The Securities and Exchange Commission (SEC) has issued an order (Order) providing temporary exemptive relief to public companies that are unable to meet filing deadlines due to circumstances related to...more

SEC Issues Guidance on the Use of Key Performance Indicators and Metrics in MD&A

On January 30, 2020, the Securities and Exchange Commission ("SEC" or "Commission") published interpretive guidance (the "Guidance") that companies should consider when disclosing key performance indicators ("KPIs") and other...more

SEC Issues Guidance Clarifying Rule 144(d)(1) Holding Period Requirements For REIT Shares Exchanged For Operating Partnership...

On March 14, 2016, the staff of the SEC's Division of Corporate Finance issued a no-action letter (the "No-Action Letter") concluding that, for purposes of Rule 144 promulgated under the Securities Act of 1933, as amended...more

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