Following on from the FCA’s consultation on the effectiveness of the Primary Market, the FCA has published final rules on, amongst other things, free float and minimum market capitalisation, which come into force on 3...more
A number of public companies have experienced dramatic fluctuations in their stock price, trading volume and market capitalization as a result of the recent market downturn triggered by the COVID-19 pandemic....more
In July 2018, changes came into effect to improve the range, quality and timeliness of information available to the market and to remedy certain perceived conflicts of interest during the U.K. initial public offering (IPO)...more
The Securities and Exchange Commission (SEC) recently approved amendments to the definition of “smaller reporting company” (SRC), which will allow more businesses to take advantage of scaled disclosure requirements in their...more
In monitoring SEC comment letters, we came across this SEC comment letter made public this month. It serves as a reminder to registrants that, when calculating a company’s public float, there is an informal presumption that a...more
A Note from the Editors - Energy & Sustainability Connections brings the latest developments in energy investing, legal insights, company activity, and industry events straight to your inbox. This month’s Leader in the...more
If you are a year-end U.S. public company, your second fiscal quarter has recently come to an end, which means that it’s time to calculate your public float to see if your reporting status has changed. Here are a few things...more
The Securities and Exchange Commission (“SEC”) recently issued a new compliance and disclosure interpretation (the “New C&DI”) in Question 116.25 regarding the availability of Form S-3 for the registration and sale of shares...more
In July, the Court of Appeals for the First Circuit rejected a claim that Fidelity breached its fiduciary duties by retaining “float” earned while Fidelity was handling 401(k) plan distributions. (Float is interest earned in...more
The Securities and Exchange Commission (SEC) recently released two separate proposals, one that aims to expand “smaller reporting company” eligibility and another that is designed to streamline disclosure requirements....more
Editor's Overview - This month we take a look at the plaintiffs' past successes in fee litigations, and the influx of such lawsuits seeking to impose heightened fiduciary standards for 401(k) plans. Regardless of the...more
The First Circuit joined the Eighth Circuit in finding that Fidelity’s practice of earning overnight “float” interest on the cash paid out to 401(k) participants redeeming shares in mutual funds did not violate ERISA’s duty...more
SEC/CORPORATE – SEC Division of Corporation Finance Issues C&DIs on Application of Rule 701 – On June 23, the Staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission...more
In Depth - On June 27, 2016, the Securities and Exchange Commission (SEC) proposed amendments to its rules and regulations that would expand the number of companies that qualify as “smaller reporting companies” by...more
On June 27, 2016, the SEC Staff proposed changes to the definition of “smaller reporting company” to expand the number of registrants that would qualify as smaller reporting companies (SRC). The term “smaller reporting...more
In In re Fidelity ERISA Float Litigation, Case No. 13-10222 (D. Mass. Mar. 11, 2015), the district court rejected an ERISA challenge to a 401(k) plan service provider’s float practices. ...more
Four class actions were consolidated in the U.S. District Court for the District of Massachusetts challenging whether float income earned on monies pending a transaction was a “plan asset.” In re Fidelity ERISA Float Income,...more
On 2 October 2012, the Financial Conduct Authority (FCA) published a wide-ranging consultation paper (CP12/25) on the effectiveness of the listing regime which proposed a number of changes to the Listing Rules, including in...more
Introduction - On 2 October 2012, the Financial Conduct Authority (FCA) published a wide-ranging consultation paper (CP 12/25) on the effectiveness of the listing regime which proposed a number of changes to the...more
In a self-described “precedent-setting” order, the US District Court for the Eastern District of Pennsylvania recently found that the Securities Exchange Act of 1934 (Exchange Act) can apply to a scheme aimed at gaining...more