News & Analysis as of September 26, 2024

Securities Exchange Act › Real Estate Investment Trust

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The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +

The Justice Insiders Podcast: Meet the Securities and Exchange (and Human Resources) Commission

A Comparative Analysis of 2022 and 2023 SEC Comments Issued to REITs

Morrison & Foerster LLP on 7/2/2024

In recent years, the Securities and Exchange Commission (SEC) has increased its scrutiny of disclosure in public filings, as evidenced by an increase in the number of comments issued to public reporting companies. This trend...more

REITs To Be Impacted By New SEC Share Repurchase Disclosure Requirements

Vinson & Elkins LLP on 5/10/2023

Public REITs should take steps to enhance their financial reporting processes to ensure that they will be able to provide daily quantitative share repurchase information and comply with additional new disclosure requirements...more

Selling Real Estate Securities: The “Issuer Exemption” from Broker-Dealer Licensing

Whitman Legal Solutions, LLC on 10/31/2022

When companies sell their own securities, their executives and employees must be careful not to run afoul of the Securities Exchange Act of 1934 (Exchange Act) and broker-dealer licensing requirements. These challenges are...more

US IPO Guide - 2021 Edition

Latham & Watkins LLP on 7/2/2021

This is our initial public offering guide. It will help you decide whether an IPO is the right move for your company and, if so, help you make sure your IPO goes off as quickly and as smoothly as possible, without any...more

A User's Guide to LTIP Units: A Special Form of Equity Compensation for UPREITs

Proskauer Rose LLP on 10/22/2020

In the universe of equity compensation, an "LTIP" is a commonly used term that invokes a "long term incentive program," which is any form of award of cash or shares paid or issued in order to attract, retain and incentivize...more

New Guidance Allows Publicly-Offered REITs and RICs to Issue up to 90% of Qualifying Dividends in the REIT or RIC’s Own Stock...

Proskauer - Tax Talks on 5/13/2020

On May 4, 2020, the IRS issued Revenue Procedure 2020-19, which temporarily allows a publicly-offered REIT or RIC to pay as much as 90% of a distribution in its own stock (rather than cash or other property) and still have...more

REIT Advisor – March 2020 pt 2

King & Spalding on 3/22/2020

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

REIT Advisor – March 2020

King & Spalding on 3/6/2020

On March 2, 2020, the Securities and Exchange Commission (the “SEC”) released its final rule amending the financial disclosure requirements applicable to registered debt offerings that include credit enhancements, including...more

District Of Maryland Dismisses Post-Merger Securities Class Action, Finding Omission Of Public Information Relating To Financial...

A&O Shearman on 12/19/2019

On December 4, 2019, Judge Ellen L. Hollander of the United States District Court for the District of Maryland dismissed with prejudice a stockholder class action suit against Gramercy Property Trust (“Gramercy” or the...more

Northern District Of Ohio Dismisses Securities Fraud Action Against REIT Based Upon Lack Of Scienter Of Healthcare...

A&O Shearman on 12/3/2019

On November 22, 2019, Judge Jeffrey J. Helmick of the United States District Court for the Northern District of Ohio dismissed a putative class action asserting claims under Sections 10(b) and 20(a) of the Securities Exchange...more

You Should Always Use Your Friendly Neighborhood Broker-Dealer!

Fox Rothschild LLP on 10/8/2019

Recently, a REIT sought to avoid using a broker-dealer in a distribution. Woe, onto those who seek to avoid the broker-dealer, especially when it leads to a SEC investigation and enforcement action. The REIT charged a 3%...more

Middle District Of Tennessee Denies Motion To Dismiss Securities Claims Asserted Against Operator Of Private Prisons

A&O Shearman on 1/10/2018

On December 18, 2017, Judge Aleta A. Trauger of the United States District Court for the Middle District of Tennessee denied a motion to dismiss a putative class action under Section 10(b) of the Securities Exchange Act of...more

Class Action Roundup: Summer 2017

Alston & Bird on 8/31/2017

Welcome to our second Roundup of 2017, where we feature the cases litigated and settlements finalized during the second calendar quarter of the year. It was a very active quarter in almost all of the categories we monitor,...more

SEC Issues Guidance Clarifying Rule 144(d)(1) Holding Period Requirements For REIT Shares Exchanged For Operating Partnership...

Proskauer Rose LLP on 3/31/2016

On March 14, 2016, the staff of the SEC's Division of Corporate Finance issued a no-action letter (the "No-Action Letter") concluding that, for purposes of Rule 144 promulgated under the Securities Act of 1933, as amended...more

"Corporate Finance Alert: SEC Staff Issues Rule 144 Guidance Related to REIT Shares Received in Exchange for Operating Partnership...

Skadden, Arps, Slate, Meagher & Flom LLP on 3/22/2016

The staff of the SEC’s Division of Corporation Finance recently issued an interpretive letter concluding that, for purposes of Rule 144 under the Securities Act, the holding period for shares of a publicly traded real estate...more

Checkpoints: The Consequences Of crossing Various Ownership Thresholds When Investing

Morrison & Foerster LLP on 10/3/2013

This memorandum outlines certain considerations associated with the acquisition of different levels of ownership of a U.S. company, including some of the approaches used in determining such “ownership”: - Sections 13...more

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Securities Exchange Act › Real Estate Investment Trust

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