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Orrick, Herrington & Sutcliffe LLP

Founder Series: Exit Ready (Part 2 – IPOs)

Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our...more

Dechert LLP

Securities and Derivative Litigation: Quarterly Update - November 2023

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With just one quarter remaining in 2023, securities and derivative litigation continues to develop with new standards being articulated or clarified, particularly by decisions within the Second Circuit: The Second...more

StoneTurn

ESG is a Four Act Play and Intermission is About to End

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As socially responsible investing has gone mainstream, regulators in Europe and the United States have stepped in and are now formalizing rules around disclosures pertaining to Environment, Social and Governance (“ESG”)...more

Sheppard Mullin Richter & Hampton LLP

Pillars of Due Diligence

Mergers and acquisitions activity is significantly influenced by economic conditions. Factors such as gross domestic product growth, interest rates and market volatility create an undeniable influence on deal volume. When...more

Holland & Knight LLP

Summary and Early Analysis of New SEC Private Fund Rules

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The U.S. Securities and Exchange Commission (SEC) on Aug. 23, 2023, adopted the long-awaited private fund rules (Private Fund Rules) under the Investment Advisers Act of 1940 (Advisers Act) as part of SEC Release No. IA-6383...more

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2023 Edition

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Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

Proskauer - Corporate Defense and Disputes

Second Circuit Clarifies Nature of Actionable Opinions Under Securities Laws

The U.S. Court of Appeals for the Second Circuit held that a statement of opinion that reflects some subjective judgment can nevertheless be actionable under the securities laws if it misleads investors into thinking that the...more

Paul Hastings LLP

Public Company Watch: August 2023

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In the August edition of our Public Company Watch, we cover key issues impacting public companies, including the SEC’s enhanced disclosure requirements regarding cybersecurity risk management, strategy, governance and...more

Morrison & Foerster LLP

Inside the IFRS S1 and S2 Sustainability Disclosure Standards – Understanding Current Intersections and Future Outlooks

The International Sustainability Standards Board (ISSB), established by the IFRS Foundation (IFRS), issued a comprehensive global baseline of disclosure standards to facilitate consistent and comparable disclosures on risks...more

DarrowEverett LLP

Proposed SEC Rules Aim at Putting Private Funds More in Public View

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Whether everyday Americans saving for retirement, college tuition, or their forever homes know it or not, there’s a chance that their money is tied, directly or indirectly, to private funds. Moreover, those Americans probably...more

Vinson & Elkins LLP

Non-GAAP Nonsense: SEC Charges DXC Technology with Misleading Non-GAAP Reporting and Deficient Disclosure Controls

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On March 14, 2023, the Securities and Exchange Commission (“SEC”) issued a cease-and-desist order (the “Order”)1 and charged DXC Technology Company (“DXC”), an IT company based in Virginia, with violations of Rule 100(b) of...more

Pillsbury Winthrop Shaw Pittman LLP

Planning for the Rescue Capital Wave of 2023

Parties engaging in rescue capital transactions should prepare to meet the recapitalization demands of real estate entities. Many real estate investment vehicles are suffering from an “equity gap” in their capital...more

Vinson & Elkins LLP

The SEC Closes the Cookie Jar - Recent SEC Enforcement Activity Reaffirms Focus on Improper Earnings Management

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On April 18, 2021, the Securities and Exchange Commission (“SEC”) announced the fourth enforcement action arising from its EPS Initiative, charging Rollins Inc. (“Rollins”) and its former chief financial officer (“CFO”) with...more

Foley Hoag LLP

SEC Proposal - Private Fund Adviser Rules

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On February 9, 2022, more than a decade after the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 increased the Securities and Exchange Commission’s (the “SEC”) oversight of advisers to private funds (pooled...more

McDermott Will & Emery

The 90 Percent Test

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Since coming into effect in January 2018, Subchapter Z of the US Tax Code—also known as the opportunity zone provisions—has enabled investors to pour billions of dollars into a broad array of businesses, from real estate...more

Opportune LLP

Energy Private Equity Valuation In A COVID-19 World

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As private equity fund managers assess the economic impact of COVID-19, developing reliable valuation processes and procedures for their investments will ensure transparency to regulators and investors....more

Akin Gump Strauss Hauer & Feld LLP

OCA Statement on the Continued Importance of High-Quality Financial Reporting for Investors in Light of COVID-19

On June 23, 2020, the Office of the Chief Accountant (OCA) of the Securities and Exchange Commission (SEC) issued another statement on the importance of high-quality financial reporting in light of the impact of, and...more

Goodwin

Key Takeaways for Investors From the Federal Reserve’s Final “Control” Rule

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On January 30, 2020, the Board of Governors of the Federal Reserve System (Federal Reserve) issued a final rule (Rule) that revises the Federal Reserve’s regulations related to determinations of whether a first company (an...more

King & Spalding

A Cautionary Tale on Non-GAAP Metrics

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Increasingly used by REITs, non-GAAP metrics can provide insights into a company’s operating results that official GAAP metrics cannot. Such measures can demonstrate a company’s ability to deliver sustainable growth in...more

Mayer Brown Free Writings + Perspectives

SEC Proposes Rules to Update Statistical Disclosures for Banking Registrants, Replacing Industry Guide 3

On September 17, 2019, the Securities and Exchange Commission proposed rules to update the statistical disclosures that banks and loan registrants provide to investors, and eliminate disclosures that overlap with SEC rules,...more

White & Case LLP

SEC Proposes Changes to Financial Disclosure Relating to Business Acquisitions and Dispositions

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On May 3, 2019, the Securities and Exchange Commission (the "SEC") proposed amendments to its rules governing disclosure of financial statements by public companies or in initial public offerings ("IPOs") in connection with...more

Dechert LLP

Beany & CECL

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Beany & Cecil was a cartoon. The Current Expected Credit Loss accounting rules, better known as CECL, which the FASB is insisting will go into effect at the beginning of next year for publicly traded banks and lenders and a...more

McDermott Will & Emery

SEC Adopts Amendments that Simplify and Update Disclosure Requirements

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Last month, the SEC adopted amendments intended to facilitate the disclosure of information to investors, simplify compliance without significantly altering the total mix of information provided to investors, improve...more

Sheppard Mullin Richter & Hampton LLP

Airdrop of Crypto Tokens Hits Regulatory Flak

On August 14, 2018, the U.S Securities and Exchange Commission (“SEC”) issued a cease and desist order (the “Tomahawk Order”) against Tomahawk Exploration LLC (“Tomahawk”) and David Thompson Laurance (“Laurance”) for their...more

Fenwick & West LLP

SEC Enforcement Trends: Highlights from Securities Enforcement Forum West 2018

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The Securities Enforcement Forum West 2018 brought together current and former senior U.S. Securities and Exchange Commission and U.S. Department of Justice officials, securities enforcement and white-collar attorneys,...more

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