Continued volatility in the equity capital markets has revived what was thought to be a zombie after 2022 – the SPAC. There is an old investment banking mantra that they can do an IPO in a down market or an up market, but not...more
On September 27, 2024, the SEC adopted new rules, called “EDGAR Next,” to enhance the security of the EDGAR system. Action to comply with EDGAR Next is required of every entity and individual that currently makes EDGAR...more
The SEC announced that companies can now submit registration statements for confidential review before public filing in connection with most registered offerings. This expansion builds on the confidential filing process that...more
3/6/2025
/ Capital Formation ,
Capital Markets ,
Disclosure Requirements ,
Filing Requirements ,
Financial Reporting ,
Initial Public Offering (IPO) ,
Publicly-Traded Companies ,
Registration Statement ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
2022 was a busy year in rulemaking for the Securities and Exchange Commission (SEC). As a result, there are many new disclosure requirements for companies to keep top of mind as they work through this year’s annual report,...more
1/27/2023
/ Compliance Dates ,
Corporate Governance ,
Disclosure Requirements ,
EDGAR ,
Final Rules ,
Form 10-K ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
For many insiders at a newly formed public company, a large portion of their net worth is potentially tied up in holdings of their company’s publicly-traded shares. These insiders often face challenges obtaining liquidity...more
1/19/2023
/ Capital Markets ,
Disclosure Requirements ,
Glass Lewis ,
Hedging ,
Insider Trading ,
Institutional Shareholder Services (ISS) ,
Proxy Advisors ,
Proxy Statements ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
Exchange Act Reports; Securities Act Filings -
On August 26, 2020, the Securities and Exchange Commission announced changes to Regulation S-K intended to modernize certain disclosures related to an issuer’s business...more
Executive Summary. On May 21, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the current rules that require public companies to disclose financial information on significant acquisitions and...more
One of the fastest ways to garner unwanted attention as a publicly-traded life sciences company is to be accused by either a regulator or stockholder that the company disclosed materially misleading information about the...more
5/27/2020
/ Clinical Trials ,
Corporate Governance ,
Disclosure Requirements ,
FDA Approval ,
Food and Drug Administration (FDA) ,
Life Sciences ,
Misleading Impressions ,
Pharmaceutical Industry ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC)
The SEC declared immediately effective a proposed Nasdaq rule change to delay the implementation (the “Delay Implementation”) of the previously approved Nasdaq rule change (the “April Rule Change”) to expedite delisting of...more
The SEC declared, effective immediately as of May 14, 2020, a new NYSE rule proposal which provides a temporary exception through June 30, 2020 from the shareholder approval requirements for specified issuances of 20% or more...more
Are direct listings a viable potential alternative for all companies seeking to go public? The answer may likely be no, especially for early stage life sciences companies that are not household names. ...more
5/18/2020
/ Broker-Dealer ,
Capital Markets ,
Capital Raising ,
Direct Listing ,
Initial Public Offering (IPO) ,
Investment ,
Investment Adviser ,
Life Sciences ,
Listing Standards ,
Nasdaq ,
NYSE ,
Publicly-Traded Companies
The SEC declared, effective immediately, as of May 4, 2020, a new Nasdaq rule proposal (“Listing Rule 5636T”), which provides a temporary exception, through June 30, 2020...more
On May 4, 2020, the staff of the Division of Corporation Finances issued four new COVID-19-related FAQs relating to the SEC’s COVID-19 Order and its interaction with Form S-3 (FAQs were issued and not included in the staff’s...more
The SEC has approved a previously proposed Nasdaq rule change to expedite delisting of securities with a closing bid price at or below $0.10 for 10 consecutive trading days during any bid price compliance period and that have...more
Both ISS and Glass Lewis have provided guidance on the application of their respective policies due to the impact of COVID-19. Below is a summary of certain of the guidance and related considerations for public companies...more
The Division of Corporation Finance staff of the Securities Exchange Commission continues to address logistical difficulties arising from COVID-19, in this case with regard to paper Form 144 submissions....more
The SEC has approved and declared immediately effective an NYSE proposed rule change to waive, through June 30, 2020, and subject to compliance with conditions, application of certain of the shareholder approval requirements...more
The staff of the Division of Corporation Finance, the Division of Investment Management, and the Division of Trading and Markets has issued a new statement offering relief from the authentication document retention...more
Exchange Act Reports -
On March 25, 2020, the Securities and Exchange Commission issued an exemptive order modifying its March 4, 2020 order granting regulatory relief for certain publicly-traded company filing obligations...more