On November 21, 2023, the staff (“Staff”) of the U.S. Securities and Exchange Commission’s Division of Corporation Finance released eight new Compliance and Disclosure Interpretations (“C&DIs”) and revised two C&DIs to clarify the pay versus performance (“PVP”) disclosure requirements in Item 402(v) of Regulation S-K. The new C&DIs include clarifications on the reporting of…
On 28 November 2023, the UK’s Financial Conduct Authority published its “Sustainability Disclosure Requirements (“SDR“) and investment labels” policy statement (PS23/16) (the “Policy Statement”). The Policy Statement introduces a set of new rules aimed at tackling greenwashing, including investment product sustainability labels and restrictions on how terms like “ESG”, “green” and “sustainable”…
This practice note examines some of the common issues and comments that the U.S. Securities and Exchange Commission (SEC) staff may raise in its review of registration statements filed for initial public offerings (IPOs). The note provides guidance on how to prepare the prospectus and respond to SEC staff comments, with a focus on topics…
On November 22, 2023, the Securities and Exchange Commission announced that it has issued an order to postpone the effective date of its final share repurchase disclosure rule (the “Share Repurchase Final Rule”). The Share Repurchase Final Rule, which we previously discussed on this blog, requires quantitative and qualitative disclosure of share repurchases on a quarterly or semi-annual basis, depending on…
This practice note discusses drafting considerations for an indenture governing debt securities issued in a Rule 144A/Regulation S transaction, with a focus on covenants and transfer restrictions. An indenture is a contract between an issuer of securities and a trustee that defines the terms of the debt securities and the duties of each party. The…
On November 20, 2023, the staff of the U.S. Securities and Exchange Commission (“SEC”) issued two new compliance and disclosure interpretations (“C&DIs”) on filing fees and XBRL exhibits. These C&DI’s are summarized below, with links to the full text provided.
Filing Fees
New Question 239.02 explains that, when a well-known season issuer that has registered…
On November 17, 2023, the staff of the U.S. Securities and Exchange Commission (“SEC”) issued one revised and five new proxy-related compliance and disclosure interpretations (“C&DIs”). These C&DI’s are summarized below, with links to the full text provided.
10 Calendar Days
Revised Question 126.03 clarifies the “10 calendar day” period in Rule 14a-6 between filing…
Webinar December 7, 2023
1:00 – 2:00 p.m. ET
Register here.
It’s time to start preparing for the 2024 proxy and annual report season. Additional time may be required this year because of the substantial scope and pace of relevant changes in law and practice.
During this session, join Mayer Brown partner Jennifer Carlson…
This practice note discusses conducting due diligence interviews for a securities offering, which are meetings or calls among the underwriters, their counsel, the issuer, and other parties to discuss the issuer’s business, operations, and financial results. The purpose of these interviews is to help the underwriters perform a reasonable investigation, ensure the accuracy and completeness…
This practice note explains the due diligence process for an unregistered offering of debt securities that relies on Rule 144A and/or Regulation S under the Securities Act of 1933. Due diligence is a critical component of the offering, as it helps the initial purchasers and the issuer to assess the legal, business, and reputational risks…
