On December 18, 2019, the Securities and Exchange Commission (“SEC”) proposed amendments to the definition of “accredited investor” and related amendments to the definition of “qualified institutional buyer.” The proposed...more
During the last two weeks of 2019, the US Securities and Exchange Commission offered guidance and reminders relating to the role of audit committees, international intellectual property and technology risks, and confidential...more
1/8/2020
/ Audit Committee ,
Auditor Independence ,
Audits ,
Confidentiality Policies ,
Corporate Governance ,
Critical Audit Matters (CAMs) ,
Financial Regulatory Reform ,
Financial Reporting ,
GAAP ,
ICFR ,
Intellectual Property Protection ,
Libor ,
New Guidance ,
Non-GAAP Financial Measures ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Tone At The Top
On November 18, 2019, Securities and Exchange Commission (the “SEC”) Commissioner Robert Jackson sent a letter to Representative Carolyn Maloney attributing the lack of public disclosure regarding the political spending...more
On December 19, 2019, the Staff of the Division of Corporation Finance (the “Staff”) released guidance detailing the process to be followed by companies that choose to submit confidential treatment applications. In March...more
On December 6, 2019, the Securities and Exchange Commission (“SEC”) rejected the proposal submitted by the New York Stock Exchange (“NYSE”) to allow companies to simultaneously go public through a direct listing and raise...more
12/12/2019
/ Capital Markets ,
Capital Raising ,
Direct Listing ,
Listing Standards ,
Nasdaq ,
NYSE ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On November 26, 2019, the New York Stock Exchange (“NYSE”) filed with the Securities and Exchange Commission (“SEC”) a proposed rule change that would allow companies to simultaneously go public through a direct listing and...more
On October 17, 2019, the Staff of the Division of Investment Management released FAQs meant to assist business development companies (“BDCs”) that have obtained the requisite approvals for lowering their asset coverage from...more
This guide covers all related information that a securities practitioner needs when working with a Business Development Company (BDC). It provides an overview of the industry and covers applicable securities laws and...more
9/11/2019
/ Business Development ,
Business Development Companies ,
Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
Due Diligence ,
Initial Public Offering (IPO) ,
Investment Advisers Act of 1940 ,
Investment Management ,
Lock-Up Agreement ,
MD&A Statements ,
Nasdaq ,
Offerings ,
Prospectus ,
Publicly-Traded Companies ,
Securities Act ,
Securities Exchange Act ,
Securities Regulation ,
Securities Transactions ,
Stock Exchange ,
Underwriting Agreements
On July 15, 2019, the staffs of the Securities and Exchange Commission (“SEC”) and the North American Securities Administrators Association issued a joint summary explaining the application of the federal and state securities...more
On June 20, 2019, the Financial Industry Regulatory Authority, Inc. (“FINRA”) proposed amendments to FINRA Rule 2210 (Communications with the Public) and FINRA Rule 2241 (Research Analysts and Research Reports) to further the...more
On June 18, 2019, the Securities and Exchange Commission (the “SEC”) issued a concept release requesting public comment on ways to simplify, harmonize and improve the exempt offering process to expand investment opportunities...more
6/19/2019
/ Capital Formation ,
Financial Regulatory Reform ,
Investment Funds ,
Investment Opportunities ,
Investor Protection ,
Offerings ,
Public Comment ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Transactions
In recent years, the Staff of the Securities and Exchange Commission (the “SEC”) has been providing comments regarding companies’ presentations of non-GAAP financial measures in public filings. ...more
On February 28, 2019, the staff of the Securities and Exchange Commission’s Division of Investment Management issued a no-action letter to the Independent Directors Council permitting board members of a business development...more
Global REIT IPOs decreased dramatically – down 47 percent – from 49 REIT IPOs in 2017 to 26 REIT IPOs in 2018. This decrease reflects a difficult capital-raising market, with pressures from rising interest rates and a...more
On January 18, 2019, Congresswoman Maxine Waters and Congressman Patrick McHenry introduced legislation that would require the Securities and Exchange Commission (the “Commission”) to carry out a study of Rule 10b5-1 trading...more
On January 10, 2019, the staff of NYSE Regulation released its annual memorandum detailing important rules and policies applicable to listed companies....more
With 2018 now in the rearview mirror, we summarize several of the encouraging regulatory developments for business development companies (“BDCs”) that occurred during 2018.
...more
1/4/2019
/ Business Development Companies ,
Disclosure Requirements ,
Emerging Growth Companies ,
Investment Funds ,
Investment Management ,
Publicly-Traded Companies ,
Regulation S-X ,
Regulatory Agenda ,
Section 12(d)(1) ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Small Business Credit Availability Act (SBCAA)
As detailed in our Legal Update, on December 18, 2018, the Securities and Exchange Commission (“SEC”) adopted a final rule requiring companies to disclose their hedging policies for employees, officers and directors. However,...more
On December 19, 2018, the Securities and Exchange Commission (the “SEC”) proposed a new rule (Rule 12d1-4) intended to modernize and improve the regulatory framework for fund of funds arrangements (fund investing in shares of...more
In 2017, the Public Company Accounting Oversight Board (“PCAOB”) adopted a new standard for auditor’s reports that requires a description of critical audit matters (“CAMs”) designed to provide investors with information that...more
A pre-funded warrant allows its holder to purchase the issuer’s securities at a nominal exercise price (typically, $0.01 per share). Instead of waiting to receive proceeds following a warrant’s exercise, the issuer receives...more
On November 30, 2018, the Securities and Exchange Commission (the “Commission”) adopted a new rule establishing a non-exclusive research report safe harbor (“Rule 139b”) for unaffiliated brokers or dealers that publish or...more
On October 12, 2018, the Securities and Exchange Commission’s Division of Investment Management issued a no-action letter permitting a fund’s board of directors (“Board”) to rely upon quarterly compliance certifications...more
On September 6, 2018, House Committee on Financial Services Chairman Jeb Hensarling and Representative John Delaney released a discussion draft of the Bipartisan Housing Finance Reform Act (the “Act”). ...more