On May 9, 2019, the U.S. Securities and Exchange Commission (the “SEC”) proposed amendments to the “accelerated filer” and “large accelerated filer” definitions adopted under the Securities Exchange Act of 1934 (the “Exchange...more
On March 20, 2019, the Securities and Exchange Commission (the “Commission”) adopted rule amendments to modernize and simplify certain disclosure requirements in Regulation S-K and related rules and forms. These amendments...more
On February 19, 2019, the SEC proposed a rule and related amendments under the Securities Act of 1933, as amended (the “Securities Act”), that would permit issuers to engage in oral or written communications with potential...more
On December 18, 2018, the SEC adopted amendments to its rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), which added new Section 14(j) to the...more
On January 27, 2019, the Division of Corporation Finance (the “Division”) of the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) provided guidance for issuers regarding the approach that the Division...more
The SEC recently adopted amendments to Regulation A under the Securities Act of 1933, as amended (the “Securities Act”) that will allow SEC reporting companies to rely on Regulation A for their securities offerings. The...more
The Securities and Exchange Commission’s October 16, 2018 Section 21(a) report focusing on public companies victimized by cyber-related attacks underscores the importance of devising and implementing proper internal...more
On October 23, 2018, the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (“SEC”) released Staff Legal Bulletin No. 14J (“SLB 14J”) to provide new guidance on how the Staff...more
On June 28, 2018, the Securities and Exchange Commission (the “SEC”) approved the adoption of amendments to expand the number of companies that meet the definition of “smaller reporting company” and require the use of Inline...more
On May 24, 2018, President Trump signed into law the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Act”). While much of the Act was designed to provide smaller financial institutions and community...more
On February 14, 2017, President Trump approved Congress’ joint resolution to repeal the SEC’s resource extraction disclosure rule. That action effectively brings to a conclusion the SEC’s efforts to implement a resource...more
2/22/2017
/ Commercial Development ,
Congressional Review Act ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Extraction Payment Disclosure Rule ,
Foreign Private Issuers ,
Minerals ,
New Legislation ,
Oil & Gas ,
Repeal ,
Resource Extraction ,
Securities and Exchange Commission (SEC) ,
Trump Administration
Real Estate Investment Trusts (“REITs”) are endlessly inventive. They were first developed in the 1960s as a means for ordinary retail investors to hold interests in real estate. The REIT market has waxed and waned over the...more
11/18/2016
/ CFTC ,
Corporate Governance ,
D&O Insurance ,
Dodd-Frank ,
Emerging Growth Companies ,
Initial Public Offering (IPO) ,
Mortgage REITS ,
Registration Statement ,
REIT ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC)
On October 26, 2016, the Securities and Exchange Commission (the “Commission”), in 2-1 vote, proposed revisions to its proxy rules that would require registrants and dissident shareholders to use universal proxy cards naming...more
On October 26, 2016, the Securities and Exchange Commission (the “SEC”) adopted final rules regarding intrastate and regional offerings, which largely follow the SEC’s proposed rules issued on October 30, 2015. The final...more
On June 27, 2016, the Securities and Exchange Commission (the “Commission”) proposed amendments to the definition of “smaller reporting company” (SRC) that would expand the number of companies that have this status. These...more
The Jumpstart Our Business Startups Act (the “JOBS Act”) included a measure directing the Securities and Exchange Commission (the “SEC” or “Commission”) to relax the prohibition against general solicitation and general...more
6/20/2016
/ Accredited Investors ,
Advertising ,
Capital Raising ,
Final Rules ,
General Solicitation ,
JOBS Act ,
Registration Requirement ,
Regulation D ,
Rule 502 ,
Rule 506 Offerings ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
The SEC recently adopted rules implementing Title V and Title VI of the Jumpstart Our Business Startups Act (the “JOBS Act”) and Title LXXXV of the Fixing America’s Surface Transportation Act (the “FAST Act”). Title V and...more
6/2/2016
/ Accredited Investors ,
Corporate Issuers ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Foreign Private Issuers ,
JOBS Act ,
Registration ,
Reporting Requirements ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Threshold Requirements ,
Title V ,
Title VI
Even before the JOBS Act had been proposed, policymakers focused on the downturn in the number of initial public offerings (IPOs) speculated that the burdensome disclosure requirements applicable to public companies were...more
Many market participants were taken by surprise by the enactment of the Jumpstart Our Business Startups (JOBS) Act. The JOBS Act, HR 3606, was passed by the United States House of Representatives on March 8, 2012. On March...more
2/1/2016
/ Capital Formation ,
Crowdfunding ,
Dodd-Frank ,
Emerging Growth Companies ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Initial Public Offering (IPO) ,
JOBS Act ,
Private Offerings ,
Publicly-Traded Companies ,
Qualified Institutional Buyers ,
Registration Requirement ,
Regulation A ,
Reporting Requirements ,
Sarbanes-Oxley ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On January 13, 2016, the Securities and Exchange Commission (the “SEC”) adopted interim final rules to implement Sections 71003 and 84001 of the Fixing America’s Surface Transportation Act (the “FAST Act”). The interim final...more
The 2016 proxy season occurs in an environment of heightened shareholder activism and an ever-increasing focus on compensation and corporate governance disclosures. This Proxy Season Field Guide provides you with an overview...more
1/15/2016
/ Annual Reports ,
Audit Committee ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Glass Lewis ,
Golden Parachutes ,
Institutional Shareholder Services (ISS) ,
JOBS Act ,
Popular ,
Proxy Access ,
Proxy Season ,
Proxy Statements ,
Proxy Voting Guidelines ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholder Proposals
On December 11, 2015, the Securities and Exchange Commission (the “SEC”) proposed rules required under Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”). Section 1504 of the Act added...more
Just ahead of the 2016 proxy season, the Staff of the Division of Corporation Finance of the SEC released new guidance—Staff Legal Bulletin No. 14H (“SLB 14H”)—describing how the Staff will evaluate issuers’ arguments for...more
Real Estate Investment Trusts (“REITs”) are endlessly inventive. They were first developed in the 1960s as a means for ordinary retail investors to hold interests in real estate. The REIT market has waxed and waned over the...more
12/7/2015
/ CFTC ,
Corporate Governance ,
D&O Insurance ,
Dodd-Frank ,
Emerging Growth Companies ,
Initial Public Offering (IPO) ,
Mortgage REITS ,
Registration Statement ,
REIT ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC)
At the same time the Securities and Exchange Commission (the “SEC”) adopted rules implementing Regulation Crowdfunding pursuant to Title III of the Jumpstart Our Business Startups Act (the “JOBS Act”), the agency proposed...more
11/6/2015
/ Amended Regulation ,
Blue Sky Laws ,
Capital Formation ,
Crowdfunding ,
General Solicitation ,
Investor Protection ,
JOBS Act ,
Offerings ,
Proposed Regulation ,
Regulation D ,
Rule 147 ,
Rule 504 ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Startups ,
Transacting Intrastate Business ,
Websites