News & Analysis as of

Equity Securities

Dechert LLP

Overview of financing options for French biotech companies

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The trajectory of a biotech company is often full of ups and downs, influenced by unpredictable changes in market conditions. It is therefore imperative for biotech companies to be agile in finding the most appropriate...more

Porter Hedges LLP

Middle Market M&A Planning: What is Rollover Equity?

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The term “rollover equity” is frequently used in discussions about the sale of middle market companies (which often is described as meaning companies with enterprise values from $10 million to $1 billion[1]), but frequently...more

Wyrick Robbins Yates & Ponton LLP

Nasdaq Proposes to Accelerate Delisting Process

Nasdaq has proposed amendments to its listing standards that would accelerate the delisting process for certain companies that fail to satisfy its minimum bid price requirement. These proposals are ostensibly in response to...more

Latham & Watkins LLP

FCA Publishes Final Rules for Reformed Listing Regime

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The new regime modernises the listing framework while maintaining robust standards to protect investors and ensure market integrity. On 11 July 2024, the FCA released the final rules for the new UK listing regime, which...more

Cadwalader, Wickersham & Taft LLP

IRS Kicks Substantial Equivalence Test Down the Road Again

On May 22, 2024, the IRS issued Notice 2024-44, which once again extends the phase-in for Section 871(m) withholding.  Broadly speaking, foreign persons may be subject to a 30% withholding tax under Section 871(m) on certain...more

Goodwin

Form SHL: What You Need to Know

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The US Department of the Treasury (the Treasury), with the assistance of the Board of Governors of the Federal Reserve System and the Federal Reserve Bank of New York, conducts a mandatory benchmark survey every five years. ...more

White & Case LLP

IDX's Main Board Update: The Impact of Newly Effective Free Float Requirements on Listed Companies

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Enactment of Additional Requirements to Remain Listed on IDX's Main Board - On 21 December 2021, IDX issued the Decree of the Board of Directors of the IDX No. Kep-00101/BEI/12-2021 regarding the Amendment to Rule No. I-A...more

WilmerHale

FINRA’s 2024 Annual Regulatory Oversight Report: What Broker-Dealers Need to Know

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On January 9, 2024, the Financial Industry Regulatory Authority published its 2024 FINRA Annual Regulatory Oversight Report. Previously titled Report on FINRA’s Examination and Risk Monitoring Program, the Report is released...more

Mintz - Securities & Capital Markets...

Court Vacates SEC’s New Share Repurchase Disclosure Rules

On December 19, 2023, the US Court of Appeals for the Fifth Circuit vacated the Securities and Exchange Commission’s (SEC) share repurchase disclosure rules, which were adopted in May 2023 and became effective on July 31,...more

Eversheds Sutherland (US) LLP

SEC adopts rules requiring the reporting of securities loans and the disclosure of short sales

On October 13, 2023, the Securities and Exchange Commission (SEC) adopted new Rule 10c-1a under the Securities Exchange Act of 1934, as amended (1934 Act), requiring certain persons to report securities loan information to...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Grants Broker-Dealers Permanent Exemptive Relief From Rule 15c2-11 for Fixed-Income Securities Sold Under Rule 144A Safe...

On October 30, 2023, the Securities and Exchange Commission (SEC) issued an order granting broker-dealers exemptive relief from Rule 15c2-11 of the Securities Exchange Act of 1934 for fixed-income securities sold in...more

Dorsey & Whitney LLP

SEC Adopts New Short Position and Short Activity Reporting Requirements

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The Securities and Exchange Commission (the “SEC”) adopted a new short position and short activity disclosure requirement under Rule 13f-2 of the Securities Exchange Act of 1934 (the “Exchange Act”). Under Rule 13f-2, an...more

Seward & Kissel LLP

SEC Adopts Gross Short Position and Activity Reporting by Institutional Investment Managers

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On October 13, 2023, the Securities and Exchange Commission (the “SEC”) adopted new Rule 13f-2 (the “New Rule”) under Section 13(f)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”), as well as related Form SHO....more

Dechert LLP

Sweet Relief? SEC Exempts Fixed-Income Rule 144A Securities from Rule 15c2-11—But Questions Remain

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On October 30, 2023, after continued pressure from legislators and industry participants—and a recent lawsuit—the SEC issued an order providing relief for fixed-income securities sold pursuant to Rule 144A from the public...more

Proskauer Rose LLP

SEC Adopts New Short Sale Disclosure Rule

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On October 13, 2023, the Securities and Exchange Commission adopted new Rule 13f-2 to require monthly reporting of short sale positions and activity data on new Form SHO by institutional investment managers. The new rules...more

King & Spalding

SEC Amends Beneficial Ownership Reporting Requirements

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On October 10, 2023, the Securities and Exchange Commission (the “Commission”) adopted final rules amending the beneficial ownership reporting requirements established by the Commission under Sections 13(d) and 13(g) of the...more

Goodwin

Be Mindful of Phantom Equity

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A new case demonstrates the importance of conducting due diligence on compensatory arrangements and adjusting capitalization representations in merger agreements accordingly. Phantom equity is a form of employee...more

Goodwin

Phantom Equity to the Rescue

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A Summary of HControl Holdings LLC, et al. v. Antin Infrastructure Partners. Defined terms are the battlefield for lawyers. Some terms are well trodden, while others are not. A recent case in the Delaware Court of...more

White & Case LLP

ESG liability and litigation risks with a focus on Germany: Greenwashing

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The European Commission ("Commission") is relentless in its fight against Greenwashing and the misrepresentation of sustainability impacts or benefits of a company’s products or actions. Following the global ESG trend and the...more

WilmerHale

Preparing for New Issuer Repurchase Disclosures

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In May 2023, the Securities and Exchange Commission (SEC) amended its rules to significantly increase the disclosures public companies must make about repurchases of their equity securities. The recent amendments are the...more

Proskauer Rose LLP

SEC Amendments to Share Repurchase Disclosure Rules Impact BDCs and Exchange-Traded Registered Closed-End Funds

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On May 3, 2023, the Securities and Exchange Commission ("SEC") adopted amendments to its existing rules regarding disclosures about purchases of an issuer's equity securities by or on behalf of the issuer or an affiliated...more

Keating Muething & Klekamp PLL

SEC Adopts Amendments Requiring Disclosure of Issuer Share Repurchases

On May 3, 2023, the Securities and Exchange Commission adopted amendments to Item 703 of Regulation S-K which were proposed in December 2021 as part of the SEC’s goal of “improving the quality, relevance and timeliness” of...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Adopts New Share Repurchase Disclosure Requirements

On May 3, 2023, the U.S. Securities and Exchange Commission adopted rule amendments requiring enhanced disclosures pertaining to issuers’ repurchases of equity securities. The new rules, prompted by a perception that some...more

BCLP

Enforcing share security: appropriation and “commercially reasonable” valuations

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The recent case of ABT Auto Investments Ltd v Aapico Investment Pte Limited and others [2022] EWHC 2839 (Comm) explores a lender’s rights to enforce share security by appropriating shares secured in its favour. The statutory...more

Mintz Edge

New York State Offers Matching Investment Funds for Qualified Early Stage Start-Ups

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On January 5, 2023, New York Governor Kathy Hochul announced the establishment of a new initiative to match up to $30 million in funding received by early stage companies operating in New York. The Pre-Seed and Seed Matching...more

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