In this MB Microtalk video, Candace Jackson discusses Nasdaq’s proposal to adopt listing rules related to board diversity.  The video explains the details of the proposal, as well as its objectives for enhanced diversity and inclusion going forward.

Visit our MB Microtalk page for more topics and talk.

January 29, 2021 Webinar
3:00 pm – 4:00 pm EST
Register here

The COVID-19 pandemic continues to impact public companies that file reports with the U.S. Securities and Exchange Commission (SEC) as they respond to their disclosure obligations and navigate other challenges posed by the pandemic. Join Candace Jackson, Christine McDevitt, Christina Thomas and West LegalEdcenter to discuss how COVID-19 will impact SEC disclosures of 2020 results and logistics for the next round of annual shareholders meetings, including the following topics:

  • Risk factor and forward-looking information disclosures
  • Other annual report disclosure considerations
  • Electronic signatures on SEC filings
  • How COVID-19 might impact the proxy statement
  • Lessons from SEC enforcement actions
  • Virtual annual shareholder meeting logistics

The Securities and Exchange Commission’s Office of the Advocate for Small Business Capital Formation recently delivered its annual report for FY2020 to the Committee on Banking, Housing and Urban Affairs of the US Senate and the Committee on Financial Services of the US House of Representatives, as required under the Securities Exchange Act.  The report addresses the activities of the Office, which commenced its operations in January 2019.  The report also provides an update, based on data from the Division of Economic and Risk Analysis, regarding the offering methodologies that different types of companies are relying upon in order to raise capital.  Not surprisingly, among exempt offering alternatives, Rule 506(b) offerings continue to represent the most significant fund alternative, accounting for $1.4 trillion in proceeds raised from July 1, 2019 to June 30. 2020.  The report also provides data on the impact of the pandemic on small businesses, and the impact on capital raising, providing data on the reliance throughout the pandemic on various offering exemptions, including Regulation D offerings, Regulation A and Regulation Crowdfunding, including by industry sector.

The report also includes data on smaller public companies.  As indicated in the graph below, the number of smaller US publicly traded companies has declined significantly.  Since 1996, more than 90% of the stocks that have disappeared are those of small and micro-cap companies.  From July 1, 2019 through June 30, 2020, there were 232 IPOs with $259 million in average proceeds.  During the same period, there were 457 small public company offerings with $53 million in average proceeds.  The average market capitalization for a public company has dramatically increased, but, by contrast, many small companies struggle to work their way out of the micro-cap and small size “trap.”

This report is one of the few reports that highlights the issues facing smaller public companies, which often are life sciences companies.

The report also includes a wealth of data regarding minority access to capital and founder demographics.

The press release can be accessed here, and the full report can be accessed here.

The Securities and Exchange Commission recently announced that its Small Business Capital Formation Advisory Committee will hold a public meeting on January 29, 2021.  The meeting will be held by videoconference, and open to the public, and will commence at 10:00 am EST.  A detailed agenda will be posted in advance.  This will be the first meeting of the calendar year.

See the notice here.

The Securities and Exchange Commission’s Office of the Advocate for Small Business Capital Formation issued a press release announcing a call on February 4, 2020, open to the public.

The session, referred to as the Capital Call, will be the second such event, and will provide an opportunity for the Office to discuss its work in relation to capital formation related initiatives, as well as the Office’s recent Annual Report to Congress.  Release notes will be discussed during the virtual event, and Office staff members will speak to what has been happening with capital raising across the country, including a spotlight on the impacts of the COVID-19 pandemic, the unique challenges faced by underrepresented businesses, the office’s work in supporting small businesses and their investors, and the policy recommendations the office has developed.

See the release here.

January 27, 2021 Webinar
3:00 PM – 4:00 PM EST
Register here.

A SPAC’s initial business combination is often referred to as a de-SPACing transaction.  While this is generally a merger, this is not your typical public company merger.  From negotiating the letter of intent to the definitive merger agreement and the various ancillary agreements, there are a number of differences to consider.  In addition, in order to mitigate risks associated with SPAC shareholder redemptions, as well as to provide additional capital for the continuing public company, most de-SPAC transactions are now accompanied by a PIPE transaction.  Marketing the PIPE transaction to potential investors alongside the de-SPACing process may be part of the overall investor outreach.  The original SPAC sponsors or their affiliates also may enter into forward agreements, as well as support and voting agreements.

Join Edward S. Best and Anna T. Pinedo as they discuss:

  • The SPAC IPO market and notable de-SPAC transactions;
  • Negotiating the LoI;
  • Key considerations in connection with the definitive agreement;
  • PIPE and other capital raising transactions in connection with de-SPACing;
  • Securities law and financial statement requirements; and
  • The proxy statement, forecasts and related considerations.

 

January 26, 2021 Webinar
9:00 am – 11:00 am EST
Register here.

2021 DCM Developments in the Shade of the COVID-19 Pandemic

The debt capital markets have been busy in 2020 and have enabled many issuers to prepare their treasury requirements for the ongoing COVID-19 pandemic on the one hand, but on the other hand, the number of defaults and restructurings are expected to rise.

In 2020, the IBOR transition process received further traction, however, the treatment of legacy issuances is still unsolved in many jurisdictions. Moreover, sustainability and digitalisation of debt capital raising have been dominant and are still developing topics in the global debt capital markets.

Our DCM-Team cordially invites you to our 4th DCM-Seminar with colleagues from the global Mayer Brown network.

Topics to be discussed:

  • Electronic and Crypto Securities in Germany
  • Updates on the IBOR transition, governmental actions, use of RFR in DCM products, New ISDA Euribor Fallbacks and EURIBOR Fallback consultation
  • Bonds and Schuldscheine and COVID-19 restructuring
  • Sustainability linked Bonds and EU Green Bond regulation

Speakers:

January 14, 2021 Webinar
11:00 AM EST – 12:00 PM EST
Register here.

The American Friends of Hebrew University is pleased to partner with Mayer Brown for a discussion regarding ESG investing.

We welcome Professor Ronen Feldman, a leading expert in the field of text-mining and algorithmic trading and professor at the Hebrew University’s School of Business Administration. His first text mining systems were developed for use by top intelligence units, and twenty years of improvements have given rise to advanced 5th-generation NLP technologies. Leveraging his technologies, Professor Feldman co-founded ClearForest, acquired by Reuters in 2007, Digital Trowel, and Amenity Analytics. Author of the Text Mining Handbook, published by Cambridge University Press, as well as over 150 academic papers on text mining and information extraction, Professor Feldman will deliver remarks about using AI and natural language processing to create ESG-based indices and investments.

Following Professor Feldman’s remarks, Mayer Brown lawyers will discuss ESG-related developments, including:

  • ESG: What is it?
  • When people say ESG investing, what do they mean?
  • Regulatory and other frameworks for ESG reporting
  • Green, Social and Sustainable bonds and loans, as well as sustainability-linked bonds and loans
  • ESG indices
  • ESG investors’ expectations
  • Benefit corporations and corporate structures that incorporate ESG and other mission-oriented objectives with corporate purposes

January 25, 2021 Webinar
1:00pm – 2:00pm EST
Register here.

Given that 2020 was such a tumultuous year, even the most dedicated securities lawyer may have missed a rule change or two. The U.S. Securities and Exchange Commission (SEC) was also particularly busy. Under the leadership of SEC Chair Clayton, the SEC had one of its busiest rulemaking years in history.

During this session, Anna Pinedo, Ryan Castillo, Brian Hirshberg and Laura Richman will provide a recap of the most significant rulemakings of 2020, covering the following:

  • Financial Disclosures About Guarantors and Issuers of Guaranteed Securities
  • Securities Offering Reform for BDCs and Closed-End Funds
  • Amendments to Financial Disclosures about Acquired Businesses
  • Amending the “Accredited Investor” Definition
  • Amendments to the Exempt Offering Framework
  • Modernization of Regulation S-K Items 101, 103 and 105
  • Amendments to MD&A
  • Modernization of Shareholder Proposal Rules/14a-8

After this session, attendees will:

  • Understand the amendments to rules and disclosure requirements by the U.S. SEC in 2020, utilizing this knowledge on a day-to-day basis to advise/practice
  • Understand these new amendments, especially amendments to Financial Disclosures about Acquired Businesses; the “Accredited Investor” definition; the Exempt Offering Framework; and MD&A, among others
  • Become familiar with the updates the SEC has made to Reg S-K, specifically for Items 101, 103 and 105
  • Become familiar with the updates in the SEC Shareholder Proposal Rules