In Macquarie Infrastructure Corp., et al., v. Moab Partners, L. P., et. al, a unanimous United States Supreme Court held that failure to make MD&A disclosures required by Item 303 of Regulation S-K does not violate Rule...more
Welcome to Saul Ewing’s Public Companies Quarterly Update series. Our intent is to, on a quarterly basis, highlight important legal developments of which we think public companies should be aware. This edition is related to...more
On March 6, 2024, as the hottest winter ever in the lower forty-eight came to a close, the U.S. Securities and Exchange Commission (“SEC”) issued its long-awaited final rule requiring public companies to disclose some of...more
When it comes to estate planning, addressing all your assets should be a priority. However, certain assets require greater attention than others. For example, if your assets include unregistered securities, such as restricted...more
Latham & Watkins, in collaboration with KPMG, has released 2023 guides to the financial statements required for US securities offerings. These companion guides provide US issuers and non-US issuers a roadmap to help navigate...more
The Nutter Securities Enforcement Update is a periodic summary of noteworthy recent securities enforcement activity, settlements, decisions, and charges....more
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more
The US Court of Appeals for the Ninth Circuit recently held that a person who makes social media posts promoting securities—motivated at least in part by their own financial interests or those of the securities’ owner—is...more
During the annual Practising Law Institute’s SEC Speaks, Commissioner Lee discussed the state of public markets and public offerings. The Commissioner addressed the shift toward continued reliance on the private markets...more
This is our global initial public offering guide. It will help you navigate the US portion of a global IPO – in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more
The rapidly developing news on the spread of the Coronavirus Disease 2019 (“COVID-19”) in the United States and other nations across the world has resulted in significant turmoil in global financial markets, bringing renewed...more
Amendments eliminate audited three-year guarantor financial statement footnote and separate financial statements of subsidiaries whose shares are pledged; replaced with unaudited combined summarized financial information for...more
On March 2, 2020, the Securities and Exchange Commission (SEC) adopted amendments that reduce and simplify the financial disclosure requirements applicable to registered debt offerings for guarantors and issuers of guaranteed...more
Desktop Staleness Calendar for 2020 Offerings - Calendar notes when financial statements go stale for issuers with fiscal years ending December 31, 2019. ...more
On April 25, 2019, the Financial Industry Regulatory Authority, Inc. (“FINRA”) filed proposed amendments to FINRA Rule 5110 (“FINRA Rule 5110” or “the Rule”), commonly referred to as the “Corporate Financing Rule”, with the...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
SEC Adopts Hedging Rules, Extends Regulation A to all Public Companies and Solicits Comments on Earnings Releases and Quarterly Reports. SEC Adopts Rules for Public Companies to Use Regulation A - Keeping up with the...more
On November 16, 2018, the American Bar Association’s Committee on Federal Regulation of Securities hosted a dialogue with William Hinman, Securities and Exchange Commission (“SEC”) Director of the Division of Corporation...more
The U.S. Securities and Exchange Commission (SEC) recently published in the Federal Register its July 24, 2018 proposed amendments to the Regulation S-X financial disclosure requirements for guaranteed and secured debt...more
In a previous WSGR Alert, we noted a mandate under the Economic Growth, Regulatory Relief, and Consumer Protection Act which directed the U.S. Securities and Exchange Commission (the SEC) to raise the applicable threshold...more