On August 26, 2020, the Securities and Exchange Commission adopted amendments to Regulation S-K that simplify and modernize the disclosure requirements relating to description of business, legal proceedings, and risk factors,...more
9/3/2020
/ Amended Rules ,
Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Foreign Private Issuers ,
Publicly-Traded Companies ,
Registration Statement ,
Regulation S-K ,
Risk Factors ,
SASB ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On July 10, 2020, the Securities and Exchange Commission (“SEC”) proposed significantly increasing the reporting threshold requiring the filing of a Form 13F to $3.5 billion, a 35-fold increase from the current threshold....more
7/14/2020
/ Comment Period ,
Corporate Governance ,
De Minimis Claims ,
FOIA ,
Food Marketing Institute v Argus Leader Media ,
Form 13F ,
Investment Adviser ,
Proposed Rules ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Threshold Requirements
On May 21, 2020, the Securities and Exchange Commission (the “SEC”) amended the financial statement and other disclosure requirements that apply when public companies acquire or dispose of a business or real estate...more
7/13/2020
/ Acquisitions ,
Disclosure Requirements ,
Financial Reporting ,
Financial Statements ,
Form 8-K ,
GAAP ,
IFRS ,
Investment Companies ,
Pro Forma Financial Information ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies
The Securities and Exchange Commission (the "SEC") recently adopted amendments to Regulation S-X and related rules and forms that will streamline and reduce the financial statements required to be filed in connection with...more
7/13/2020
/ Acquisitions ,
Amended Regulation ,
Disclosure Requirements ,
Financial Reporting ,
Form 10-K ,
Form 8-K ,
Initial Public Offering (IPO) ,
Investment Company Act of 1940 ,
Real Estate Investments ,
Regulation S-X ,
REIT ,
Securities and Exchange Commission (SEC)
The Securities and Exchange Commission (the “SEC”) recently adopted final rules (the “Final Rules”) amending Regulation S-X and related rules and forms in a manner that directly impacts registered investment companies and...more
SEC Approves Temporary Waiver of NYSE Shareholder Approval Rules to Provide Companies Additional Flexibility to Raise PIPE Financing -
On April 6, 2020, the Securities and Exchange Commission (the “SEC”) announced the...more
On April 8, 2020, the Securities and Exchange Commission (the "SEC") adopted a series of rule and form amendments (the "Final Offering Rules") that will modify the registration, communications and offering processes under the...more
On March 25, 2020, the U.S. Securities and Exchange Commission ("SEC" or "Commission") announced an Order to provide further extensions for public company filing deadlines due to the COVID-19 pandemic. This Order supersedes...more
As the COVID-19 virus disrupts businesses, public companies face both operational and compliance challenges as public disclosure has become a more complex and evolving task. Companies with calendar year-ends are beginning to...more
Exemptive Relief -
The Securities and Exchange Commission (SEC) has issued an order (Order) providing temporary exemptive relief to public companies that are unable to meet filing deadlines due to circumstances related to...more
On January 30, 2020, the Securities and Exchange Commission ("SEC" or "Commission") published interpretive guidance (the "Guidance") that companies should consider when disclosing key performance indicators ("KPIs") and other...more
Passive hedge funds are increasingly considering active roles when they are dissatisfied with the management of specific portfolio companies. After describing such a scenario, the author discusses the steps a dissatisfied...more
12/10/2019
/ Activist Hedge Funds ,
Corporate Governance ,
Hart-Scott-Rodino Act ,
Hedge Funds ,
Proxy Proposals ,
Proxy Season ,
Proxy Voting Guidelines ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Activism ,
Shareholder Proposals
Changes May Create New Challenges for Public Companies, and Signal a Reduction of the SEC Staff’s Traditional Role As Arbiter Between Companies and Shareholders -
On September 6, 2019, the SEC's Division of Corporation...more
On August 21, 2019, the Securities and Exchange Commission issued two interpretive releases involving proxy voting and proxy voting advice. In the first release, the SEC provided guidance regarding the responsibilities of...more
9/12/2019
/ Anti-Fraud Provisions ,
Corporate Governance ,
Fiduciary Duty ,
Investment Adviser ,
Investment Management ,
Popular ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Oversight ,
Rulemaking Process ,
Securities and Exchange Commission (SEC)
On July 24, 2019, the Securities and Exchange Commission (the "SEC") announced charges against Facebook Inc. ("Facebook") for making misleading statements and risk factor disclosures regarding the misuse of Facebook user data...more
7/30/2019
/ Cambridge Analytica ,
Corporate Misconduct ,
Cybersecurity ,
Derivative Suit ,
Facebook ,
Material Misstatements ,
Permanent Injunctions ,
Popular ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
Rule 105 of Regulation M may create more anxiety among compliance professionals in the hedge fund industry than any other SEC rule. It is a “strict liability” regime, meaning that you can be found in violation even if the...more
6/13/2019
/ Compliance ,
Disgorgement ,
Enforcement ,
Enforcement Actions ,
Investment Adviser ,
Registration Statement ,
Regulation M ,
Rule 105 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Tender Offers
The filing requirements and liability provisions under Sections 13(d) and 16 of the Exchange Act continue to challenge hedge funds, due to sometimes opaque law and complex trading patterns. Although the requirements under...more
1/22/2019
/ Beneficial Owner ,
Board of Directors ,
Derivatives ,
Disclosure Requirements ,
Filing Requirements ,
Hedge Funds ,
Investment Adviser ,
Investment Management ,
Schedule 13D ,
Section 16 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Voting Powers
The SEC recently instituted cease and desist proceedings relating to a company's use of non-GAAP financial measures, signaling the agency's continued focus on these disclosures, particularly in public company earnings...more
Cash Tender Offer in Compliance with Regulation 14E -
This note outlines the requirements under the U.S. federal securities laws applicable in the following situation:
• The offer is a cash tender offer for the equity...more
11/26/2018
/ Acquisitions ,
Anti-Fraud Provisions ,
Corporate Governance ,
Cross-Border Transactions ,
Disclosure Requirements ,
Foreign Acquisitions ,
Foreign Private Issuers ,
Mergers ,
Prompt Payment ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholders ,
Tender Offers ,
UK
On May 11, 2018, the Securities and Exchange Commission’s Division of Corporate Finance (the “Division”) released new Compliance and Disclosure Interpretations (“C&DIs”) comprising the Division’s new interpretations of the...more
The trading activities of hedge funds raise a number of complex issues under the federal securities laws. Proskauer’s Practical Guide to the Regulation of Hedge Fund Trading Activities offers a concise, easy-to-read overview...more
6/6/2018
/ Activist Hedge Funds ,
Disclosure Requirements ,
EU Market Abuse Regulation (EU MAR) ,
Federal Trade Commission (FTC) ,
Filing Requirements ,
Hart-Scott-Rodino Act ,
Hedge Funds ,
Rule 10b-5 ,
Schedule 13D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On February 13, 2018, Nasdaq proposed amendments to Listing Rule 5635(d), which currently requires shareholder approval when a company issues common stock (or securities convertible into or exercisable for common stock) for...more
Hedge funds and other private investment funds can take advantage of the exemption for registered investment advisers (RIAs) under Exchange Act Rule 16a-1(a)(1)(v), the "RIA Exemption." While the exemption can be helpful, it...more
The staff of the Securities and Exchange Commission recently issued interpretive guidance relating to the registration of the resale of shares sold to an investor pursuant to a private placement, if the issuer concurrently...more
This special report provides a summary of some of the significant changes and developments that occurred in the past year in the private equity and hedge funds space, as well as certain recommended practices that investment...more
11/16/2016
/ Accredited Investors ,
Administrative Law Judge (ALJ) ,
Administrative Proceedings ,
Annual Reports ,
Brazil ,
Broker-Dealer ,
Business Continuity Plans ,
CFTC ,
China ,
Compensation Agreements ,
Constitutional Challenges ,
Cybersecurity ,
Defend Trade Secrets Act (DTSA) ,
Department of Justice (DOJ) ,
EEO-1 ,
Employee Retirement Income Security Act (ERISA) ,
Enforcement Actions ,
Equal Employment Opportunity Commission (EEOC) ,
Estate Planning ,
EU ,
European Securities and Markets Authority (ESMA) ,
Fair Labor Standards Act (FLSA) ,
Filing Requirements ,
Financial Conduct Authority (FCA) ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
Financial Markets ,
Foreign Corrupt Practices Act (FCPA) ,
Form ADV ,
Hedge Funds ,
High Net-Worth ,
Hong Kong ,
Insider Trading ,
Insurance Industry ,
Liability Insurance ,
MiFID II ,
Minimum Salary ,
OCIE ,
Over-Time ,
Popular ,
Private Equity Funds ,
Private Investment Funds ,
Proposed Amendments ,
Protecting Americans from Tax Hikes (PATH) Act ,
Regulation AT ,
Regulatory Oversight ,
Required Forms ,
Retirement Plan ,
Rule 506(d) ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC) ,
Separation Agreement ,
Tax Returns ,
UK Brexit ,
Unemployment Benefits ,
Valuation ,
Whistleblowers ,
White-Collar Exemptions