Commissioner Crenshaw’s remarks on January 30, 2023, once again, touched on Regulation D and the private markets. It is understandable that, given companies in the United States have become increasingly reliant on private...more
In our prior posts, we discussed the Securities and Exchange Commission’s adoption of Rule 10D-1 that directs the securities exchanges to establish listing standards prohibiting the listing of a security of any company that...more
Yesterday, the Securities and Exchange Commission proposed a rule to implement Section 27B of the Securities Act. This section was added as a result of the addition of Section 621 of the Dodd-Frank Act, which was a late...more
The Securities and Exchange Commission recently announced it will hold an open meeting on January 25, 2022, which will be webcast, in order to consider whether to propose a new rule to implement Section 27B of the Securities...more
On December 14, 2022, the Securities and Exchange Commission (the “SEC”) unanimously adopted amendments (the “amendments”) to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) and related disclosure...more
The Securities and Exchange Commission’s Office of the Advocate for Small Business Capital Formation issued on December 16, 2022 its 2022 Annual Report to the U.S. Congress and to the SEC detailing how entrepreneurs,...more
Last week, the U.S. Public Company Accounting Oversight Board (“PCAOB”) announced it had secured complete access to inspect and investigate issuer engagements of audit firms headquartered in China and Hong Kong, marking the...more
At today’s open meeting, the Securities and Exchange Commission voted to approve amendments to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The SEC had proposed extensive amendments in January 2022,...more
Last week, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission posted a sample comment letter (see the sample letter) in order to provide guidance to reporting companies regarding the...more
On December 7, 2022, the Staff of the Securities and Exchange Commission issued three Compliance and Disclosure Interpretations that address the universal proxy rules. These are included in the Staff’s Proxy Rules and...more
The Securities and Exchange Commission announced an open meeting to be held on December 14, 2022 to consider a number of matters, including the final amendments to Rule 10b5-1 under the Securities Exchange Act....more
The SEC’s Division of Trading and Markets has issued a no action letter that extends its prior relief as currently provided under “Phase 1” in its prior letter in relation to the application of Rule 15c2-11 to fixed income...more
This Top 10 practice tips provides practical guidance for counsel working on a registered direct offering (RDO). An RDO is a public offering of securities sold on a best efforts basis by a placement agent engaged by an issuer...more
On August 25, 2022, the US Securities and Exchange Commission (SEC) finally adopted a “pay versus performance” rule in accordance with a Dodd-Frank Wall Street Reform and Consumer Protection Act (DoddFrank Act) mandate that...more
9/1/2022
/ Compensation & Benefits ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Pay-for-Performance ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The Securities and Exchange Commission recently released for comment a draft strategic plan for fiscal years 2022 to 2026. In the accompanying message from Chair Gary Gensler, the Chair notes that the strategic plan focuses...more
8/31/2022
/ Analytics ,
Artificial Intelligence ,
Comment Period ,
Financial Markets ,
Investment ,
Machine Learning ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Regulatory Standards ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Regulation
On August 25, 2022, the Staff of the Securities and Exchange Commission (SEC) issued three Compliance and Disclosure Interpretations (C&DIs) (see the Proxy Rules and Schedules 14A/14C), 139.01, 139.02 and 139.03. The C&DIs,...more
The Securities and Exchange Commission announced that the fees that public companies and other issuers pay to register their securities with the SEC will increase from $92.70 per million dollars to $110.20 per million...more
On August 25, 2022, the Securities and Exchange Commission adopted a final pay for performance rule. The pay for performance rule implements the Dodd Frank Act rulemaking mandate contained in Section 953(a) of the Act. That...more
This practice note discusses 10 practice points that can help you, as counsel to underwriters or initial purchasers, skillfully navigate the task of reviewing and negotiating comfort letters. A comfort letter is a letter...more
On August 2, 2022, the Financial Industry Regulatory Authority, Inc. (“FINRA”) proposed to amend FINRA Rule 6730(a)(1) (the “FINRA Proposal”) to reduce the Trade Reporting and Compliance Engine (“TRACE”) reporting timeframe...more
8/9/2022
/ Asset-Backed Securities ,
Financial Industry Regulatory Authority (FINRA) ,
Fixed Income Investments ,
Mortgage-Backed Securities ,
MSRB ,
Regulatory Agenda ,
Regulatory Reform ,
Regulatory Requirements ,
Reporting Requirements ,
Securities Regulation ,
Securities Traders ,
Securities Transactions ,
TRACE
Globally, the total volume of fintech deal activity, which includes financings by private companies, IPOs, and M&A activity, has declined for three consecutive quarters. Activity in the second quarter of 2022 was down 67%...more
This article discusses the amendments adopted by the Securities and Exchange Commission (SEC) in 2020 that modernize the offering related provisions of the Securities Act of 1933, as amended (Securities Act), and the...more
6/29/2022
/ BDC ,
Business Development Companies ,
Close-Ended Funds ,
Economic Growth Regulatory Relief and Consumer Protection Act ,
Investment ,
Investment Funds ,
Offerings ,
Regulatory Agenda ,
Rulemaking Process ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Shelf Registration ,
Small Business Credit Availability Act (SBCAA) ,
WKSIs
Yesterday, the SEC’s spring regulatory flexibility agenda was published (see: Agency Rule List – Spring 2022). The agenda is very ambitious and includes a wide range of items. Based on the agenda, which is indicative as to...more
On June 9, 2022, the staff (“Staff”) of the US Securities and Exchange Commission (“SEC”) added Question 101.01 to its Compliance and Disclosure Interpretations (“C&DI”), addressing forward contracts on restricted securities....more
6/22/2022
/ C&DIs ,
Disclosure Requirements ,
Forward Contracts ,
New Guidance ,
Publicly-Traded Companies ,
Restricted Stocks ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions ,
Security-Based Swaps ,
Swaps
On March 30, 2022, the US Securities and Exchange Commission (“Commission”) proposed new rules and amendments to existing rules and forms (the “Proposed Rules,” see summary) addressing the treatment of initial public...more