On March 20, 2019, the Securities and Exchange Commission issued a release (the Release) adopting amendments to Regulation S-K in an effort to modernize and simplify disclosure requirements. The rule changes became effective...more
As reported in a press release issued by the Securities and Exchange Comission (the SEC) on Aug. 8, 2019, the SEC voted to propose amendments to modernize Regulation S-K disclosures, in particular, Item 101(a) (the...more
In a recent decision, the Delaware Court of Chancery ruled that the seller in a merger could enforce a provision in the merger agreement protecting its privilege over premerger emails with its counsel. Although pursuant to...more
On June 18, in Marchand v. Barnhill, the Delaware Supreme Court reversed a ruling by the Delaware Court of Chancery in a shareholder derivative suit alleging a breach of the duty of loyalty. While the standard for a...more
7/23/2019
/ Blue Bell Creameries ,
Breach of Duty ,
Caremark claim ,
DE Supreme Court ,
Derivative Suit ,
Derivatives ,
Duty of Loyalty ,
Food Contamination ,
Food Safety ,
Personal Liability ,
Shareholder Litigation
On July 12, the staffs of the Division of Corporation Finance, Division of Investment Management, Division of Trading and Markets, and Office of the Chief Accountant (the “Staffs”) of the Securities and Exchange Commission...more
In response to the increasingly aggressive activism by holders of net short positions that are in debt by way of credit default swaps, the leveraged loan market has responded with the inclusion in a recent market...more
Federal Reserve Board of Governors Chairman Jerome H. Powell, in remarks made yesterday in Amelia Island, Florida, at the 24th Annual Financial Markets Conference, sponsored by the Federal Reserve Bank of Atlanta, stated that...more
On May 9, 2019, the SEC proposed amendments to the accelerated filer and large accelerated filer definitions under the Exchange Act....more
On May 3, the Securities and Exchange Commission (the SEC) proposed amendments to its rules governing financial disclosures relating to acquisitions and dispositions of businesses....more
5/16/2019
/ Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Reporting ,
High Yield Bonds ,
Income Test ,
Investment Test ,
Leveraged Finance ,
Pro Forma Financial Information ,
Proposed Rules ,
Public Offerings ,
Securities and Exchange Commission (SEC)
On May 6, 2019, the Board of Governors of the Federal Reserve System (the Board) published its annual Financial Stability Report....more
5/10/2019
/ Banks ,
Bonds ,
Collateralized Loan Obligations ,
Debt ,
Exchange-Traded Products ,
Federal Reserve ,
Financial Markets ,
FSOC ,
High Yield Bonds ,
Intermediaries ,
Leveraged Finance ,
Mutual Funds
The Alternative Reference Rates Committee (ARRC) issued a press release detailing recommended fallback language for floating rate notes and syndicated loans....more
On April 10, 2019, the International Monetary Fund (IMF) held a press conference to discuss its semiannual Global Financial Stability Report (the GFSR), which assesses key risks facing the global financial system. The GFSR...more
On March 20, 2019, the Securities and Exchange Commission (SEC) adopted a series of amendments which seek to simplify the disclosure requirements for some U.S. public companies....more
4/23/2019
/ Amended Rules ,
Capital Markets ,
Confidential Information ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Burden ,
Regulatory Oversight ,
Regulatory Requirements ,
REIT ,
Securities and Exchange Commission (SEC)
In an April 11 letter to Treasury Secretary Mnuchin, in his capacity as chair of the Financial Stability Oversight Council (FSOC), U.S. Sen. Sherrod Brown (D-Ohio), the ranking member of the U.S. Senate Committee on Banking,...more
On March 20, 2019, an agreement between Wells Fargo Securities LLC (Wells Fargo) and the Securities and Exchange Commission (SEC) to settle litigation involving failed video game company 38 Studios, LLC, headed by former...more
3/28/2019
/ Bonds ,
Civil Monetary Penalty ,
Disgorgement ,
Enforcement Actions ,
Failure To Disclose ,
Funding ,
Offerings ,
Private Placements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations ,
Settlement Agreements ,
Video Games ,
Wells Fargo
On March 20, 2019, the Securities and Exchange Commission (the SEC) voted to adopt amendments to modernize and simplify disclosure requirements for public companies, investment advisers and investment companies. ...more
3/25/2019
/ Confidential Information ,
Deregulation ,
Disclosure Requirements ,
EDGAR ,
Financial Regulatory Reform ,
Investment Adviser ,
Investment Companies ,
New Amendments ,
Publicly-Traded Companies ,
Rulemaking Process ,
Securities and Exchange Commission (SEC)
On Jan. 28, 2019, the House of Representatives passed with overwhelming bipartisan support (413 to 3) the Promoting Transparent Standards for Corporate Insiders Act (H.R. 624) (the Act). If passed by the Senate, the Act would...more
The Financial Stability Board (FSB), an international body composed of representatives from governments, financial institutions, and international standard-setting, regulatory and central bank bodies that monitors and makes...more
On Feb. 27, 2019, Federal Reserve Chairman Jerome Powell, during testimony before the House Financial Services Committee, was asked by Representative Gregory Meeks (D-NY, 5th District) whether the Federal Reserve “believes...more
Background On Feb. 19, 2019, the Securities and Exchange Commission (the SEC) voted to propose a rule and related rule amendments under the Securities Act of 1933, as amended (the Securities Act)...more
2/20/2019
/ Accredited Investors ,
Comment Period ,
Corporate Issuers ,
Emerging Growth Companies ,
Initial Public Offering (IPO) ,
JOBS Act ,
Proposed Rules ,
Qualified Institutional Buyers ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On Jan. 19, 2019, the U.S. Court of Appeals for the Fifth Circuit vacated a bankruptcy court decision awarding Ultra Petroleum Corp. noteholders $201 million in make-whole payments and $186 million in post-petition interest. ...more
The Financial Stability Board (FSB), an international body established in 2009 to implement and promote effective regulatory, supervisory and other financial sector policies, issued its most recent annual Global Monitoring...more
In Sciabacucchi v. Salzberg, C.A. No. 2017-0931-JTL (Del. Ch. Dec. 19, 2018), the Delaware Court of Chancery invalidated provisions in the certificates of incorporation of three Delaware corporations — Blue Apron Holdings...more
On Sept. 11, 2018, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corp., the National Credit Union Administration and the Bureau of Consumer...more
Effective August 1, 2018, the Delaware Limited Liability Company Act (the Delaware LLC Act) allows a Delaware limited liability company (an LLC) to divide into two or more LLCs and allocate the assets, liabilities, rights and...more