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Testing the Waters for All – New Rule 163B Expands TTW to All Issuers: First Analysis

In this Lexis Practice Advisor Practice Note, we discuss new Rule 163B adopted by the US Securities and Exchange Commission (SEC). On September 26, 2019, the SEC extended the ability to test the waters to all issuers by adopting…more

Accredited Investors, Corporate Issuers, Emerging Growth Companies, Financial Regulatory Reform, Initial Public Offerings

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Novel Coronavirus (COVID-19): Considerations in M&A Due Diligence

Virtual Due Diligence Capabilities - As a general matter, the parties in an M&A transaction need to consider whether the target company has established sufficient protocols to enable due diligence to be conducted entirely…more

Acquisition Agreements, Coronavirus/COVID-19, Data Privacy, Due Diligence, Employee Benefits

See all updates »

SEC Increases Filing Fees for Fiscal Year 2020

The US Securities and Exchange Commission (SEC) has announced an increase in the filing fees to be paid by public companies and other issuers during the SEC’s 2020 fiscal year…more

Corporate Issuers, Filing Fees, Financial Regulatory Reform, Going-Private Transactions, Proxy Solicitations

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Debt Restructuring During the COVID-19 Pandemic – Key Tax Considerations

The global COVID-19 pandemic has placed an unprecedented stress on the ability of businesses to service their debt. Certain businesses—such as oil and gas, airlines, cruise lines, hospitality, brick-and-mortar retailers, and…more

Commercial Bankruptcy, Creditors, Debt Instruments, Debt Restructuring, Debtors

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Reopenings: Issuing Additional Debt Securities of an Outstanding Series

This practice note discusses reopenings of debt securities issuances. Companies frequently raise capital by issuing additional debt securities of the same series as debt securities outstanding under an existing indenture, often…more

Capital Markets, Capital Raising, Debt Securities, Offerings, Popular

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Is today a Business Day?

Is today a Business Day? Good question, depends who you ask. The SEC’s EDGAR filing system is closed today for the Juneteenth Holiday.  Because today is a federal holiday, today will not count as a business day in the filing…more

Debt Securities, EDGAR, Filing Requirements, Holidays, SEC

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US Agencies Proposed Revisions to Volcker Rule Covered Funds Provisions

On January 30, 2020, the Board of Governors of the Federal Reserve System (“FRB”), the Federal Deposit Insurance Corporation (“FDIC”), the Office of the Comptroller of the Currency (“OCC”), the Securities and Exchange…more

Banking Reform, Banking Regulators, CFTC, Covered Funds, FDIC

See all updates »

Proposed Nasdaq Rules May Raise Additional Difficulties for Companies in Emerging Markets

On June 8 and 12, 2020, the Securities and Exchange Commission had published in the Federal Register for comment several rule proposals from Nasdaq Stock Market LLC (“Nasdaq”) that would apply to companies whose principal…more

Capital Markets, Emerging Markets, Listing Standards, Nasdaq, Publicly-Traded Companies

See all updates »

2021 SEC Filing Deadlines and Financial Statement Staleness Dates

This Legal Update summarizes the US Securities and Exchange Commission’s 2021 calendar year filing deadlines and financial statement staleness dates. Please see full Publication below for more information…more

Corporate Governance, Filing Deadlines, Financial Statements, Foreign Private Issuers, Publicly-Traded Companies

See all updates »

Legal Update – SEC Amends Requirements for Statistical Disclosures for Bank and Savings and Loan Registrants, Replacing Industry Guide 3

On September 11, 2020, the U.S. Securities and Exchange Commission (SEC) adopted, in substantially the form it had proposed, amendments to the requirements for statistical disclosures that bank and savings and loan registrants…more

Corporate Governance, Disclosure Requirements, Holding Companies, Publicly-Traded Companies, Regulation S-K

See all updates »

On point. – Real Estate Investment Trusts (REITs)

Real estate investment trusts (“REITs”) are professionally managed companies that invest in real estate, mortgages and real estaterelated assets on behalf of their investors. Established in 1960, REITs were designed to…more

Capital Gains, Capital Markets, Capital Raising, Distribution Rules, IPO

See all updates »

On point. – General Solicitation and General Advertising

Overview Rule 502(c) (“Rule 502(c)”) of the Securities Act of 1933, as amended (the “Securities Act”), prohibits an issuer from offering or selling securities by any form of general solicitation or general advertising when…more

Advertising, Investment, Offerings, SEC, Securities Regulation

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SEC Examinations Division Issues Risk Alert on ESG Products and Services

On April 9, 2021, the Division of Examinations of the US Securities and Exchange Commission (“Division” or “staff”) issued a risk alert to highlight the staff’s observations from its recent examinations of investment advisers,…more

Business Plans, Business Strategies, Capital Investments, Corporate Governance, Corporate Social Responsibility

See all updates »

2021 SEC Filing Deadlines and Financial Statement Staleness Dates

This Legal Update summarizes the US Securities and Exchange Commission’s 2021 calendar year filing deadlines and financial statement staleness dates. Please see full Publication below for more information…more

Corporate Governance, Filing Deadlines, Financial Statements, Foreign Private Issuers, Publicly-Traded Companies

See all updates »

Novel Coronavirus (COVID-19): Considerations in M&A Due Diligence

Virtual Due Diligence Capabilities - As a general matter, the parties in an M&A transaction need to consider whether the target company has established sufficient protocols to enable due diligence to be conducted entirely…more

Acquisition Agreements, Coronavirus/COVID-19, Data Privacy, Due Diligence, Employee Benefits

See all updates »

Ninth Circuit Affirms Dismissal in Stock-Drop Lawsuit, Citing Shareholder’s “Implausible” Scienter Theory

On June 10, 2020, the US Court of Appeals for the Ninth Circuit affirmed the dismissal of a putative securities fraud class action against Endologix, Inc., a medical device company, on the grounds that the shareholder’s core…more

FDA, FDA Approval, Inflated Projections, Medical Devices, Misleading Statements

See all updates »

US Agencies Proposed Revisions to Volcker Rule Covered Funds Provisions

On January 30, 2020, the Board of Governors of the Federal Reserve System (“FRB”), the Federal Deposit Insurance Corporation (“FDIC”), the Office of the Comptroller of the Currency (“OCC”), the Securities and Exchange…more

Banking Reform, Banking Regulators, CFTC, Covered Funds, FDIC

See all updates »

SEC Adopts Amendments to Accelerated and Large Accelerated Filer Definitions

On March 12, 2020, the US Securities and Exchange Commission (SEC) adopted amendments to the accelerated filer and large accelerated filer definitions in Rule 12b-2 under the Securities Exchange Act of 1934 (Rule 12b-2). The…more

Accelerated Filers, Publicly-Traded Companies, Sarbanes-Oxley, SEC

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SEC Adopts Interim Final Rules to Implement the Holding Foreign Companies Accountable Act

On March 24, 2021, the US Securities and Exchange Commission (SEC) adopted interim final rules to implement portions of the Holding Foreign Companies Accountable Act (the HFCA Act), which was signed into law by President Trump…more

Audits, China, Corporate Governance, Disclosure Requirements, Interim Final Rules (IFR)

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What’s the Deal? – Shelf Registration Statements and Shelf Takedowns

Here’s the deal: An effective shelf registration statement allows an issuer to be in a position to complete multiple offerings from time to time in the future without having the timing of any such offering delayed by a…more

Offering Documents, Publicly-Traded Companies, Registration Statement, SEC, Securities Regulation

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Bills Promoting Board Diversity Advance in Congress

Earlier this month, the U.S. House Financial Services Committee passed, with overwhelming bi-partisan support, three bills to promote gender, racial and ethnic diversity on corporate boards. Although there has been progress in…more

Board of Directors, Corporate Governance, Diversity, Financial Services Committee, Legislative Agendas

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Novel Coronavirus (COVID-19): Considerations in M&A Due Diligence

Virtual Due Diligence Capabilities - As a general matter, the parties in an M&A transaction need to consider whether the target company has established sufficient protocols to enable due diligence to be conducted entirely…more

Acquisition Agreements, Coronavirus/COVID-19, Data Privacy, Due Diligence, Employee Benefits

See all updates »

The US Moving Toward Adopting New Climate Disclosures

On June 21, 2021, US financial regulators met with US President Joe Biden to discuss the US economy and update him on their efforts to address climate-related risks.  According to the White House readout of the meeting, the…more

Biden Administration, CCAA, Climate Change, Corporate Counsel, Corporate Governance

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PCOAB Releases Preview of 2018 Audit Inspection Findings

In May, the Public Company Accounting Oversight Board (“PCAOB”) posted a preview of its staff’s observations made in relation to audits conducted in 2018…more

Audit Reports, Audits, Financial Statements, PCAOB, Publicly-Traded Companies

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On point. – General Solicitation and General Advertising

Overview Rule 502(c) (“Rule 502(c)”) of the Securities Act of 1933, as amended (the “Securities Act”), prohibits an issuer from offering or selling securities by any form of general solicitation or general advertising when…more

Advertising, Investment, Offerings, SEC, Securities Regulation

See all updates »

EBITDA Adjustments for Lost Revenues Resulting from COVID-19

As many parts of the United States begin to focus on recovering from the profound impact caused by the COVID-19 outbreak, businesses are looking to minimize the pandemic’s toll on their financial performance…more

Accounting Standards, Coronavirus/COVID-19, EBITDA, Financial Reporting, GAAP

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SEC Revisiting Applicability of Proxy Rules to Proxy Voting Advice by Advisory Firms

The US Securities and Exchange Commission (SEC) is actively reconsidering its position on the applicability of its proxy rules to proxy voting advice. Background - In July 2020, the SEC adopted amendments to its proxy…more

Corporate Governance, Disclosure Requirements, Glass Lewis, Institutional Shareholder Services (ISS), Proxy Advisors

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Could the US Government’s Financial Stability Oversight Council Subject the Residential Mortgage Industry or Mortgage REITs to Supervision by the Federal Reserve and Prudential Standards?

Raise your hand if you are an independent mortgage banker, a residential mortgage real estate investment trust (“mREIT”) or a nonbank investor in residential mortgage loans that would like to be subject to additional federal…more

Consumer Financial Products, Dodd-Frank, Financial Services Industry, FSOC, Mortgage Lenders

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Third Time’s the Charm? SEC Adopts Final Disclosure Rules for Resource Extraction Issuers

On December 16, 2020, the US Securities and Exchange Commission (SEC), by a 3-2 vote, adopted final rules requiring annual disclosure on Form SD of payments by SEC reporting companies engaged in the commercial development of…more

Disclosure Requirements, Dodd-Frank, Form SD, Natural Resources, Oil & Gas

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Proposed Amendments to Rule 144

In its 2019 Concept Release on Harmonization of Securities Offerings,1 the US Securities and Exchange Commission (SEC) included a section requesting comment regarding resale exemptions, including Rule 144. While the SEC…more

Financial Regulatory Reform, Holding Periods, Publicly-Traded Companies, Resale Exemption, Rule 144

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SEC Approves Nasdaq’s Direct Listing Rule

On May 19, 2021, the Securities and Exchange Commission (“SEC”) approved proposed rule changes submitted by The Nasdaq Stock Market LLC (“Nasdaq”) that allow companies to list in connection with a concurrent primary offering. …more

Direct Listing, Nasdaq, SEC, Securities Exchange Act

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US Agencies Proposed Revisions to Volcker Rule Covered Funds Provisions

On January 30, 2020, the Board of Governors of the Federal Reserve System (“FRB”), the Federal Deposit Insurance Corporation (“FDIC”), the Office of the Comptroller of the Currency (“OCC”), the Securities and Exchange…more

Banking Reform, Banking Regulators, CFTC, Covered Funds, FDIC

See all updates »

Limited US Tax Guidance for Adding ARRC and ISDA Fallbacks

On Friday, October 9, 2020, the Internal Revenue Service released Revenue Procedure 2020-44 (the “Revenue Procedure”), providing retroactive but limited relief for amending specific types of legacy contracts to add fallback…more

Alternative Reference Rates Committee (ARRC), Derivatives, Financial Services Industry, IRS, ISDA

See all updates »

Novel Coronavirus (COVID-19): Considerations in M&A Due Diligence

Virtual Due Diligence Capabilities - As a general matter, the parties in an M&A transaction need to consider whether the target company has established sufficient protocols to enable due diligence to be conducted entirely…more

Acquisition Agreements, Coronavirus/COVID-19, Data Privacy, Due Diligence, Employee Benefits

See all updates »

2021 SEC Filing Deadlines and Financial Statement Staleness Dates

This Legal Update summarizes the US Securities and Exchange Commission’s 2021 calendar year filing deadlines and financial statement staleness dates. Please see full Publication below for more information…more

Corporate Governance, Filing Deadlines, Financial Statements, Foreign Private Issuers, Publicly-Traded Companies

See all updates »

SEC’s Division of Examinations 2021 Exam Priorities – Investment Advisers and Investment Companies

On March 3, 2021, the Division of Examinations of the US Securities and Exchange Commission (the “Examinations Division” and “SEC,” respectively) announced its 2021 examination priorities, which, as in previous years, provide…more

Asset Management, Broker-Dealer, Environmental Social & Governance (ESG), FinTech, Investment Adviser

See all updates »

US Investment Ban Targeting Companies Deemed Linked to Chinese Military Expanded to Chinese Surveillance Technology Sector

A new executive order (the “EO”) signed by President Biden on June 3, 2021, amends existing prohibitions on US investments in companies that the US government has determined support the military of the People’s Republic of China…more

American Depository Receipts (ADRs), Biden Administration, China, Economic Sanctions, Executive Orders

See all updates »

Ninth Circuit Affirms Dismissal in Stock-Drop Lawsuit, Citing Shareholder’s “Implausible” Scienter Theory

On June 10, 2020, the US Court of Appeals for the Ninth Circuit affirmed the dismissal of a putative securities fraud class action against Endologix, Inc., a medical device company, on the grounds that the shareholder’s core…more

FDA, FDA Approval, Inflated Projections, Medical Devices, Misleading Statements

See all updates »

SEC Adopts Interim Final Rules to Implement the Holding Foreign Companies Accountable Act

On March 24, 2021, the US Securities and Exchange Commission (SEC) adopted interim final rules to implement portions of the Holding Foreign Companies Accountable Act (the HFCA Act), which was signed into law by President Trump…more

Audits, China, Corporate Governance, Disclosure Requirements, Interim Final Rules (IFR)

See all updates »

SEC Adopts Significant Changes to MD&A and Related Disclosures

On November 19, 2020, the US Securities and Exchange Commission (SEC) continued its recent efforts to modernize and simplify certain financial disclosure requirements in Regulation S-K by amending Item 303 of Regulation S-K…more

Corporate Governance, Disclosure Requirements, Financial Regulatory Reform, Financial Statements, MD&A Statements

See all updates »

U.S. Federal Reserve Launches Main Street Lending Program by Opening Lender Registration and Updates Loan and Participation Documentation

On June 15, 2020, the Federal Reserve launched the highly anticipated Main Street Lending Program by announcing that the program is open for lender registration and encouraged lenders to begin making program loans to small and…more

CARES Act, Coronavirus/COVID-19, Federal Loans, Federal Reserve, Lenders

See all updates »

Proposed Amendments to Rule 701 and Form S-8; Proposed Temporary Rule for Certain Equity-Based Compensation Grants

On November 24, 2020, the US Securities and Exchange Commission (SEC) proposed for comment amendments to Rule 701 under the Securities Act of 1933, which is the exemption from the registration requirements relied upon most…more

Disclosure Requirements, Financial Statements, Foreign Private Issuers, Form S-8, Registration Requirement

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The Department of Labor’s ESG-less Final ESG Rule

On October 30, 2020, the U.S. Department of Labor (“DOL”) released its final regulation (“Final Rule”) relating to a fiduciary’s consideration of environmental, social and governance (“ESG”) factors when making investment…more

Business Strategies, Corporate Governance, Corporate Social Responsibility, Department of Labor (DOL), Employee Benefits

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Legal Update – SEC Amends Requirements for Statistical Disclosures for Bank and Savings and Loan Registrants, Replacing Industry Guide 3

On September 11, 2020, the U.S. Securities and Exchange Commission (SEC) adopted, in substantially the form it had proposed, amendments to the requirements for statistical disclosures that bank and savings and loan registrants…more

Corporate Governance, Disclosure Requirements, Holding Companies, Publicly-Traded Companies, Regulation S-K

See all updates »

Corporate Financing Rule Change (FINRA Rule 5110)

The Financial Industry Regulatory Authority, Inc. (“FINRA”) recently released Regulatory Notice 20- 10, which discusses the recent changes to Rule 5110 (Corporate Financing Rule – Underwriting Terms and Arrangements) (the…more

Corporate Financing, Filing Requirements, FINRA, Public Offerings, Shelf Corporations

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SEC’s Division of Examinations 2021 Exam Priorities – Investment Advisers and Investment Companies

On March 3, 2021, the Division of Examinations of the US Securities and Exchange Commission (the “Examinations Division” and “SEC,” respectively) announced its 2021 examination priorities, which, as in previous years, provide…more

Asset Management, Broker-Dealer, Environmental Social & Governance (ESG), FinTech, Investment Adviser

See all updates »

2021 SEC Filing Deadlines and Financial Statement Staleness Dates

This Legal Update summarizes the US Securities and Exchange Commission’s 2021 calendar year filing deadlines and financial statement staleness dates. Please see full Publication below for more information…more

Corporate Governance, Filing Deadlines, Financial Statements, Foreign Private Issuers, Publicly-Traded Companies

See all updates »

SEC Comments Relating to Grants of Cheap Stock

SEC Comments Relating to Grants of Cheap Stock - The staff of the Securities and Exchange Commission’s (the “SEC”) Division of Corporation Finance issues comment letters relating to registration statements and periodic…more

Fair Valuation, Financial Instruments, Financial Markets, IPO, Stocks

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SEC Examinations Division Issues Risk Alert on ESG Products and Services

On April 9, 2021, the Division of Examinations of the US Securities and Exchange Commission (“Division” or “staff”) issued a risk alert to highlight the staff’s observations from its recent examinations of investment advisers,…more

Business Plans, Business Strategies, Capital Investments, Corporate Governance, Corporate Social Responsibility

See all updates »

What’s the Deal? – Stock Repurchase Programs: Useful Reminders

As the pandemic has taken hold, there has been a predictable decline in stock repurchase activity; however, many issuers are evaluating restarting their programs or undertaking new programs.  In this What’s the Deal guide, we…more

Coronavirus/COVID-19, Corporate Governance, Disclosure Requirements, Infectious Diseases, Publicly-Traded Companies

See all updates »

Limited US Tax Guidance for Adding ARRC and ISDA Fallbacks

On Friday, October 9, 2020, the Internal Revenue Service released Revenue Procedure 2020-44 (the “Revenue Procedure”), providing retroactive but limited relief for amending specific types of legacy contracts to add fallback…more

Alternative Reference Rates Committee (ARRC), Derivatives, Financial Services Industry, IRS, ISDA

See all updates »

2021 SEC Filing Deadlines and Financial Statement Staleness Dates

This Legal Update summarizes the US Securities and Exchange Commission’s 2021 calendar year filing deadlines and financial statement staleness dates. Please see full Publication below for more information…more

Corporate Governance, Filing Deadlines, Financial Statements, Foreign Private Issuers, Publicly-Traded Companies

See all updates »

SEC Division of Examinations Risk Alert: New SEC Leadership Continues Focus on Examinations Related to Digital Asset Securities

On February 26, 2021, the US Securities and Exchange Commission’s (“SEC”) Division of Examinations published a risk alert in connection with the offer, sale, and trading of digital assets that are securities. The risk alert…more

Bitcoin, Blockchain, Cryptocurrency, Digital Assets, Distributed Ledger Technology (DLT)

See all updates »

AICPA Expands Permitted Situations for Agreed-Upon Procedures Engagements

In December 2019, the American Institute of Certified Public Accountants (AICPA) revised its attestation standards to eliminate certain requirements for Agreed-Upon Procedures (AUP) engagements, thereby expanding the types of…more

Accounting Standards, AICPA, Audits, Financial Reporting, GAAP

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SEC Rulemaking Agenda Released

Last week, the Office of Information and Regulatory Affairs released the Spring 2021 Unified Agenda of Regulatory and Deregulatory Actions, which includes the Securities and Exchange Commission’s rulemaking agenda…more

10b5-1 Plans, Beneficial Owner, Disclosure Requirements, Dodd-Frank, Environmental Social & Governance (ESG)

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Chair Clayton and Division Director Hinman Issue Public Statement on the Importance of Disclosure in the Current COVID-19 Environment

On April 8, 2020, the Chair of the U.S. Securities and Exchange Commission (the “SEC”) – Jay Clayton – and the Director of the SEC’s Division of Corporation Finance – William Hinman – issued a joint statement titled The…more

Coronavirus/COVID-19, Corporate Governance, Disclosure Requirements, Publicly-Traded Companies, SEC

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On point. – Real Estate Investment Trusts (REITs)

Real estate investment trusts (“REITs”) are professionally managed companies that invest in real estate, mortgages and real estaterelated assets on behalf of their investors. Established in 1960, REITs were designed to…more

Capital Gains, Capital Markets, Capital Raising, Distribution Rules, IPO

See all updates »

Proposed State Securities Registration Amendments for Smaller Offerings

On November 1, 2018, the North American Securities Administrators Association, Inc. (“NASAA”) released for public comment proposed updates to the SCOR Statement of Policy and the SCOR Form (Form U-7). According to the NASAA,…more

Amended Rules, Bad Actors, Financial Statements, NASAA, Registration Requirement

See all updates »

SEC Revisiting Applicability of Proxy Rules to Proxy Voting Advice by Advisory Firms

The US Securities and Exchange Commission (SEC) is actively reconsidering its position on the applicability of its proxy rules to proxy voting advice. Background - In July 2020, the SEC adopted amendments to its proxy…more

Corporate Governance, Disclosure Requirements, Glass Lewis, Institutional Shareholder Services (ISS), Proxy Advisors

See all updates »

U.S. Federal Reserve Launches Main Street Lending Program by Opening Lender Registration and Updates Loan and Participation Documentation

On June 15, 2020, the Federal Reserve launched the highly anticipated Main Street Lending Program by announcing that the program is open for lender registration and encouraged lenders to begin making program loans to small and…more

CARES Act, Coronavirus/COVID-19, Federal Loans, Federal Reserve, Lenders

See all updates »

SEC Enforcement Annual Report FY2020: Key Takeaways and Trends

On November 2, 2020, the U.S. Securities and Exchange Commission (“SEC”) Division of Enforcement staff published its annual enforcement report for fiscal year 2020. This has been an unprecedented year, including for the SEC’s…more

Annual Reports, Broker-Dealer, Corporate Counsel, Enforcement Actions, Enforcement Statistics

See all updates »

SEC Enforcement Annual Report FY2020: Key Takeaways and Trends

On November 2, 2020, the U.S. Securities and Exchange Commission (“SEC”) Division of Enforcement staff published its annual enforcement report for fiscal year 2020. This has been an unprecedented year, including for the SEC’s…more

Annual Reports, Broker-Dealer, Corporate Counsel, Enforcement Actions, Enforcement Statistics

See all updates »

Components of Regulation Best Interest

As we previously blogged, on June 5, 2019, the SEC adopted Regulation Best Interest. The final regulation includes obligations relating to disclosure, care, conflicts of interest and compliance, which are each specific…more

Best Interest Standard, Broker-Dealer, Duty of Care, Duty of Loyalty, Fiduciary Duty

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Legal Update: Volcker Rule Revisions Adopted by Agencies

The Federal Deposit Insurance Corporation (“FDIC”) and Office of the Comptroller of the Currency (“OCC”) have finalized revisions to the proprietary trading and compliance program provisions of the Volcker Rule (the “2019…more

Compliance Management Systems, Covered Funds, Derivatives, Exemptions, Financial Markets

See all updates »

US Investment Ban Targeting Companies Deemed Linked to Chinese Military Expanded to Chinese Surveillance Technology Sector

A new executive order (the “EO”) signed by President Biden on June 3, 2021, amends existing prohibitions on US investments in companies that the US government has determined support the military of the People’s Republic of China…more

American Depository Receipts (ADRs), Biden Administration, China, Economic Sanctions, Executive Orders

See all updates »

SEC Adopts Significant Changes to MD&A and Related Disclosures

On November 19, 2020, the US Securities and Exchange Commission (SEC) continued its recent efforts to modernize and simplify certain financial disclosure requirements in Regulation S-K by amending Item 303 of Regulation S-K…more

Corporate Governance, Disclosure Requirements, Financial Regulatory Reform, Financial Statements, MD&A Statements

See all updates »

US Investment Ban Targeting Companies Deemed Linked to Chinese Military Expanded to Chinese Surveillance Technology Sector

A new executive order (the “EO”) signed by President Biden on June 3, 2021, amends existing prohibitions on US investments in companies that the US government has determined support the military of the People’s Republic of China…more

American Depository Receipts (ADRs), Biden Administration, China, Economic Sanctions, Executive Orders

See all updates »

SEC Brings Regulation FD Action

On August 20, 2019, the SEC charged a pharmaceutical company with violations of Regulation FD based on its sharing of material, nonpublic information with sell-side research analysts on two separate occasions without also…more

Disclosure Requirements, Enforcement Actions, FDA, FDA Approval, Financial Markets

See all updates »

SEC Streamlines Options for Expiring Confidential Treatment Orders

On March 9, 2021, the Corporation Finance Division of the Securities and Exchange Commission (SEC) updated its guidance in Disclosure Topic No. 7 for preserving confidential treatment of exhibits redacted pursuant to an SEC…more

Confidential Treatment Orders, Disclosure Requirements, Regulation S-K, SEC, Securities Regulation

See all updates »

SEC Enforcement Annual Report FY2020: Key Takeaways and Trends

On November 2, 2020, the U.S. Securities and Exchange Commission (“SEC”) Division of Enforcement staff published its annual enforcement report for fiscal year 2020. This has been an unprecedented year, including for the SEC’s…more

Annual Reports, Broker-Dealer, Corporate Counsel, Enforcement Actions, Enforcement Statistics

See all updates »

SEC Reporting Issues for Foreign Private Issuers: Bloomberg Tax Portfolio 5507-4th

Portfolio 5507 discusses the securities laws applicable to foreign private issuers that access the U.S. capital markets and the integrated disclosure system…more

Corporate Governance, Disclosure Requirements, Foreign Private Issuers, Form 20-F, Publicly-Traded Companies

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Modification of Intra-Group Debt Instruments

Background. Just as with debt instruments between unrelated parties, the current economic downturn may cause related parties to want to modify the terms of debt instruments existing between them…more

Debt Instruments, Forbearance Agreements, Income Taxes, Modification

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US Agencies Proposed Revisions to Volcker Rule Covered Funds Provisions

On January 30, 2020, the Board of Governors of the Federal Reserve System (“FRB”), the Federal Deposit Insurance Corporation (“FDIC”), the Office of the Comptroller of the Currency (“OCC”), the Securities and Exchange…more

Banking Reform, Banking Regulators, CFTC, Covered Funds, FDIC

See all updates »

Market Trends 2018/2019: Staff Legal Bulletins No.14I and 14J on Shareholder Proposals

This market trends article discusses Staff Legal Bulletin No. 14I and Staff Legal Bulletin No. 14J of the Divisionm of Corporation Finance of the Securities and Exchange Commission, both of which provide guidance with respect to…more

Board Analysis, Compensation & Benefits, Corporate Governance, Executive Compensation, Micromanagement

See all updates »

SEC Division of Examinations Risk Alert: New SEC Leadership Continues Focus on Examinations Related to Digital Asset Securities

On February 26, 2021, the US Securities and Exchange Commission’s (“SEC”) Division of Examinations published a risk alert in connection with the offer, sale, and trading of digital assets that are securities. The risk alert…more

Bitcoin, Blockchain, Cryptocurrency, Digital Assets, Distributed Ledger Technology (DLT)

See all updates »

US Agencies Proposed Revisions to Volcker Rule Covered Funds Provisions

On January 30, 2020, the Board of Governors of the Federal Reserve System (“FRB”), the Federal Deposit Insurance Corporation (“FDIC”), the Office of the Comptroller of the Currency (“OCC”), the Securities and Exchange…more

Banking Reform, Banking Regulators, CFTC, Covered Funds, FDIC

See all updates »

The US Moving Toward Adopting New Climate Disclosures

On June 21, 2021, US financial regulators met with US President Joe Biden to discuss the US economy and update him on their efforts to address climate-related risks.  According to the White House readout of the meeting, the…more

Biden Administration, CCAA, Climate Change, Corporate Counsel, Corporate Governance

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US SEC Welcomes Public Input on Climate Change Disclosures

In another step toward the integration of climate factors into the US corporate disclosure landscape, Acting Chair of the US Securities and Exchange Commission (SEC), Allison Herren Lee, issued a request for public input on…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

Ninth Circuit Affirms Dismissal in Stock-Drop Lawsuit, Citing Shareholder’s “Implausible” Scienter Theory

On June 10, 2020, the US Court of Appeals for the Ninth Circuit affirmed the dismissal of a putative securities fraud class action against Endologix, Inc., a medical device company, on the grounds that the shareholder’s core…more

FDA, FDA Approval, Inflated Projections, Medical Devices, Misleading Statements

See all updates »

Legal Update: Volcker Rule Revisions Adopted by Agencies

The Federal Deposit Insurance Corporation (“FDIC”) and Office of the Comptroller of the Currency (“OCC”) have finalized revisions to the proprietary trading and compliance program provisions of the Volcker Rule (the “2019…more

Compliance Management Systems, Covered Funds, Derivatives, Exemptions, Financial Markets

See all updates »

Debt Restructuring During the COVID-19 Pandemic – Key Tax Considerations

The global COVID-19 pandemic has placed an unprecedented stress on the ability of businesses to service their debt. Certain businesses—such as oil and gas, airlines, cruise lines, hospitality, brick-and-mortar retailers, and…more

Commercial Bankruptcy, Creditors, Debt Instruments, Debt Restructuring, Debtors

See all updates »

U.S. Federal Reserve Launches Main Street Lending Program by Opening Lender Registration and Updates Loan and Participation Documentation

On June 15, 2020, the Federal Reserve launched the highly anticipated Main Street Lending Program by announcing that the program is open for lender registration and encouraged lenders to begin making program loans to small and…more

CARES Act, Coronavirus/COVID-19, Federal Loans, Federal Reserve, Lenders

See all updates »

Bipartisan Legislation to Strengthen Disclosure Requirements for Foreign Companies Listed on U.S. Exchanges

Recently, a bipartisan bill was introduced in Congress that would require that U.S. listed foreign companies provide U.S. regulators access to accounting records tied to audit reports…more

Audit Reports, Disclosure Requirements, Financial Accounting, Financial Reporting, Foreign Corporations

See all updates »

Proposed Bad Actor Disqualification Act of 2019 and SEC Statement on Contemporaneous Settlement Offers and Waiver Requests

Last month, Representative Maxine Waters, chair of the House Financial Services Committee, introduced a bill entitled Bad Actor Disqualification Act of 2019 (“proposed bill”). The proposed bill is intended to increase…more

Bad Actors, Financial Services Committee, Financial Services Industry, Legislative Agendas, Proposed Legislation

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JD Supra Privacy Policy

Updated: Apr 27, 2021:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at www.jdsupra.com) (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services"). By using our Website and registering for one of our Services, you are agreeing to the terms of this Privacy Policy.

Please note that if you subscribe to one of our Services, you can make choices about how we collect, use and share your information through our Privacy Center under the "My Account" dashboard (available if you are logged into your JD Supra account).

Collection of Information

Registration Information. When you register with JD Supra for our Website and Services, either as an author or as a subscriber, you will be asked to provide identifying information to create your JD Supra account ("Registration Data"), such as your:

  • Email
  • First Name
  • Last Name
  • Company Name
  • Company Industry
  • Title
  • Country

Other Information: We also collect other information you may voluntarily provide. This may include content you provide for publication. We may also receive your communications with others through our Website and Services (such as contacting an author through our Website) or communications directly with us (such as through email, feedback or other forms or social media). If you are a subscribed user, we will also collect your user preferences, such as the types of articles you would like to read.

Information from third parties (such as, from your employer or LinkedIn): We may also receive information about you from third party sources. For example, your employer may provide your information to us, such as in connection with an article submitted by your employer for publication. If you choose to use LinkedIn to subscribe to our Website and Services, we also collect information related to your LinkedIn account and profile.

Your interactions with our Website and Services: As is true of most websites, we gather certain information automatically. This information includes IP addresses, browser type, Internet service provider (ISP), referring/exit pages, operating system, date/time stamp and clickstream data. We use this information to analyze trends, to administer the Website and our Services, to improve the content and performance of our Website and Services, and to track users' movements around the site. We may also link this automatically-collected data to personal information, for example, to inform authors about who has read their articles. Some of this data is collected through information sent by your web browser. We also use cookies and other tracking technologies to collect this information. To learn more about cookies and other tracking technologies that JD Supra may use on our Website and Services please see our "Cookies Guide" page.

How do we use this information?

We use the information and data we collect principally in order to provide our Website and Services. More specifically, we may use your personal information to:

  • Operate our Website and Services and publish content;
  • Distribute content to you in accordance with your preferences as well as to provide other notifications to you (for example, updates about our policies and terms);
  • Measure readership and usage of the Website and Services;
  • Communicate with you regarding your questions and requests;
  • Authenticate users and to provide for the safety and security of our Website and Services;
  • Conduct research and similar activities to improve our Website and Services; and
  • Comply with our legal and regulatory responsibilities and to enforce our rights.

How is your information shared?

  • Content and other public information (such as an author profile) is shared on our Website and Services, including via email digests and social media feeds, and is accessible to the general public.
  • If you choose to use our Website and Services to communicate directly with a company or individual, such communication may be shared accordingly.
  • Readership information is provided to publishing law firms and companies and authors of content to give them insight into their readership and to help them to improve their content.
  • Our Website may offer you the opportunity to share information through our Website, such as through Facebook's "Like" or Twitter's "Tweet" button. We offer this functionality to help generate interest in our Website and content and to permit you to recommend content to your contacts. You should be aware that sharing through such functionality may result in information being collected by the applicable social media network and possibly being made publicly available (for example, through a search engine). Any such information collection would be subject to such third party social media network's privacy policy.
  • Your information may also be shared to parties who support our business, such as professional advisors as well as web-hosting providers, analytics providers and other information technology providers.
  • Any court, governmental authority, law enforcement agency or other third party where we believe disclosure is necessary to comply with a legal or regulatory obligation, or otherwise to protect our rights, the rights of any third party or individuals' personal safety, or to detect, prevent, or otherwise address fraud, security or safety issues.
  • To our affiliated entities and in connection with the sale, assignment or other transfer of our company or our business.

How We Protect Your Information

JD Supra takes reasonable and appropriate precautions to insure that user information is protected from loss, misuse and unauthorized access, disclosure, alteration and destruction. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. You should keep in mind that no Internet transmission is ever 100% secure or error-free. Where you use log-in credentials (usernames, passwords) on our Website, please remember that it is your responsibility to safeguard them. If you believe that your log-in credentials have been compromised, please contact us at privacy@jdsupra.com.

Children's Information

Our Website and Services are not directed at children under the age of 16 and we do not knowingly collect personal information from children under the age of 16 through our Website and/or Services. If you have reason to believe that a child under the age of 16 has provided personal information to us, please contact us, and we will endeavor to delete that information from our databases.

Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

  • Our Legal Basis for Processing: Generally, we rely on our legitimate interests in order to process your personal information. For example, we rely on this legal ground if we use your personal information to manage your Registration Data and administer our relationship with you; to deliver our Website and Services; understand and improve our Website and Services; report reader analytics to our authors; to personalize your experience on our Website and Services; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Please see Article 6(1)(f) of the E.U. General Data Protection Regulation ("GDPR") In addition, there may be other situations where other grounds for processing may exist, such as where processing is a result of legal requirements (GDPR Article 6(1)(c)) or for reasons of public interest (GDPR Article 6(1)(e)). Please see the "Your Rights" section of this Privacy Policy immediately below for more information about how you may request that we limit or refrain from processing your personal information.
  • Your Rights
    • Right of Access/Portability: You can ask to review details about the information we hold about you and how that information has been used and disclosed. Note that we may request to verify your identification before fulfilling your request. You can also request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organizations.
    • Right to Correct Information: You may ask that we make corrections to any information we hold, if you believe such correction to be necessary.
    • Right to Restrict Our Processing or Erasure of Information: You also have the right in certain circumstances to ask us to restrict processing of your personal information or to erase your personal information. Where you have consented to our use of your personal information, you can withdraw your consent at any time.

You can make a request to exercise any of these rights by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to privacy@jdsupra.com. We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to privacy@jdsupra.com.

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at: privacy@jdsupra.com.

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at www.jdsupra.com) (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

  1. Improve the user experience on our Website and Services;
  2. Store the authorization token that users receive when they login to the private areas of our Website. This token is specific to a user's login session and requires a valid username and password to obtain. It is required to access the user's profile information, subscriptions, and analytics;
  3. Track anonymous site usage; and
  4. Permit connectivity with social media networks to permit content sharing.

There are different types of cookies and other technologies used our Website, notably:

  • "Session cookies" - These cookies only last as long as your online session, and disappear from your computer or device when you close your browser (like Internet Explorer, Google Chrome or Safari).
  • "Persistent cookies" - These cookies stay on your computer or device after your browser has been closed and last for a time specified in the cookie. We use persistent cookies when we need to know who you are for more than one browsing session. For example, we use them to remember your preferences for the next time you visit.
  • "Web Beacons/Pixels" - Some of our web pages and emails may also contain small electronic images known as web beacons, clear GIFs or single-pixel GIFs. These images are placed on a web page or email and typically work in conjunction with cookies to collect data. We use these images to identify our users and user behavior, such as counting the number of users who have visited a web page or acted upon one of our email digests.

JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

  • HubSpot - For more information about HubSpot cookies, please visit legal.hubspot.com/privacy-policy.
  • New Relic - For more information on New Relic cookies, please visit www.newrelic.com/privacy.
  • Google Analytics - For more information on Google Analytics cookies, visit www.google.com/policies. To opt-out of being tracked by Google Analytics across all websites visit http://tools.google.com/dlpage/gaoptout. This will allow you to download and install a Google Analytics cookie-free web browser.

Facebook, Twitter and other Social Network Cookies. Our content pages allow you to share content appearing on our Website and Services to your social media accounts through the "Like," "Tweet," or similar buttons displayed on such pages. To accomplish this Service, we embed code that such third party social networks provide and that we do not control. These buttons know that you are logged in to your social network account and therefore such social networks could also know that you are viewing the JD Supra Website.

Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit http://www.aboutcookies.org which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at: privacy@jdsupra.com.

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This website uses cookies to improve user experience, track anonymous site usage, store authorization tokens and permit sharing on social media networks. By continuing to browse this website you accept the use of cookies. Click here to read more about how we use cookies.