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
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
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
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
This practice note discusses market trends in capital markets and securities related considerations during the COVID-19 pandemic, which began in late 2019 and has continued for more than two years. It describes how the U.S....more
Here’s the Deal:
A foreign private issuer (“FPI”) is generally any foreign issuer (other than a foreign government) incorporated or organized under the laws of a jurisdiction outside of the United States that meets...more
In various public statements of late, representatives of the Securities and Exchange Commission have noted concern regarding the growth of the private markets. The statements have pointed to the fact that fundraising in the...more
5/2/2022
/ Capital Raising ,
Crowdfunding ,
Financial Markets ,
Investment ,
Private Placements ,
Privately Held Corporations ,
Registration Requirement ,
Regulatory Agenda ,
Rule 144 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Proposed Rules Could Require Dealer Registration by Certain Principal Trading Firms, Private Funds, Investment Advisers and Other Market Participants -
On March 28, 2022, the U.S. Securities and Exchange Commission (“SEC”)...more
On March 30, 2022, the Division of Examinations of the US Securities and Exchange Commission (the “Division” and “SEC,” respectively) announced its examination priorities for 2022. This year’s priorities specifically focus...more
4/15/2022
/ Cooperative Compliance Regime ,
Cryptoassets ,
Emerging Technologies ,
Environmental Social & Governance (ESG) ,
Fiduciary Duty ,
Form CRS ,
Investment Adviser ,
Investment Companies ,
Private Funds ,
Regulation Best Interest ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 23, 2022, the US Securities and Exchange Commission (the “SEC”) proposed amendments to remove references to credit ratings from Regulation M, replace them with alternative measures of creditworthiness and impose...more
On March 30, 2022, the Securities and Exchange Commission (the “SEC”) proposed new rules and amendments to existing rules and forms (the “Proposed Rules”) addressing the treatment of special purpose acquisition companies...more
4/4/2022
/ Capital Markets ,
Capital Raising ,
Initial Public Offering (IPO) ,
Investment ,
Market Participants ,
Proposed Rules ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
Background -
On March 21, 2022, the U.S. Securities and Exchange Commission (SEC) voted 3:1, with only Commissioner Hester Peirce dissenting, to propose long-awaited rules that, if adopted, would require extensive reporting...more
3/23/2022
/ Annual Reports ,
Climate Change ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Proposed Regulation ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Background -
On March 9, 2022, the U.S. Securities and Exchange Commission (the “SEC”) released proposed amendments (the “Proposed Amendments”) aimed at enhancing and standardizing disclosure relating to cybersecurity...more
3/15/2022
/ Business Development Companies ,
Comment Period ,
Cyber Incident Reporting ,
Cybersecurity ,
Data Breach ,
Data Protection ,
Disclosure Requirements ,
Foreign Private Issuers ,
Form 8-K ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Here’s the deal:
Regulation S provides an exclusion from the Section 5 registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), for offerings made outside the United States by both U.S....more
On February 10, 2022, the Securities and Exchange Commission proposed amendments to Schedules 13D and 13G relating to beneficial ownership reports. Section 13D requires disclosure by investors of the accumulation of...more
2/15/2022
/ Beneficial Owner ,
Derivatives ,
Equity Securities ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions
Here’s the deal: -
Filing the registration statement is a crucial part of an initial public offering (“IPO”), and during the filing period the company must engage with the SEC Staff and respond to its comments with...more
In recent years, there has been a proliferation of exempt offering alternatives. In advising clients regarding which exempt offering alternative may best meet their objectives, we often suggest that they consider, among other...more
Background -
On December 15, 2021, the U.S. Securities and Exchange Commission (the “SEC”) issued proposed amendments (the “Proposed Amendments”) to its existing rules (the “Existing Rules”) regarding disclosures about...more
On December 15, 2021, the Securities and Exchange Commission (the “SEC”) proposed amendments (the “proposal”) to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) and related disclosure obligations...more
12/17/2021
/ 10b5-1 Plans ,
Disclosure Requirements ,
Insider Trading ,
Material Nonpublic Information ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions ,
Trading Policies
This practice note examines some of the issues most commonly raised in Securities and Exchange Commission (SEC) staff comment letters on registration statements filed for initial public offerings. It is intended to guide you,...more
This practice note discusses lock-up agreements between underwriters or placement agents, on the one hand, and issuers and their directors, officers, and control persons, on the other, in connection with offerings of...more