Preparations are key to a successful proxy and annual report season, and autumn is not too early to begin. While work on proxy statements, annual reports and annual meetings typically kicks into high gear in the winter, advance planning will make the process go more smoothly. This is especially true for the 2021 season, as
FINRA Guidance on Amended Corporate Financing Rule 5110
FINRA recently posted Frequently Asked Questions (FAQ) about amended Rule 5110, which address filing requirements; shelf offerings; definitions; and fees and compensation to foreign affiliates. The FAQs may be accessed here.
SEC Amends Requirements for Statistical Disclosures for Bank and Savings and Loan Registrants, Formerly Guide 3
On September 11, 2020, the U.S. SEC adopted amendments to the requirements for statistical disclosures that bank and savings and loan registrants provide to investors. The rules rescind Industry Guide 3, Statistical Disclosure by Bank Holding Companies (Guide 3); codify certain Guide 3 disclosures into a new Subpart 1400 of Regulation S-K; eliminate other Guide
The Purpose of a Corporation and the Pandemic
A few weeks ago, we marked the one-year anniversary of the publication by the Business Roundtable of its statement on the purpose of a corporation, which looked beyond the shareholder primacy model to a broader stakeholder model. In a new essay, “Times They are A-Changin’: When Tech Employees Revolt!” written by Anat Alon-Beck,
SEC Announces Reg BI Roundtable
The Securities and Exchange Commission announced that it will hold a roundtable on October 26, 2020 during which the SEC staff and the FINRA staff will discuss their initial observations on Regulation Best Interest and Form CRS implementation. The roundtable will include representatives from the SEC’s Office of Compliance Inspections and Examinations, Division of Trading
Staff Guidance on Perquisites in a Pandemic
The Staff of the Securities and Exchange Commission Division of Corporation Finance provided guidance regarding evaluation of whether a benefit provided to a company’s executive officer is a perquisite or a personal benefit. As set forth in the Compliance and Disclosure Interpretation, repeated below in its entirety, the analysis to be undertaken is consistent with
SEC Staff Guidance on SPACs
Given the proliferation of SPAC IPOs (about which we have previously posted) and de-SPACing transactions, and the complexity of the SEC rules related to former shell companies, like SPACs, it is no surprise that practitioners have encountered difficulties in navigating a number of the applicable rules. One of the most important concerns for both
Top 10 Practice Tips: Registered Direct Offerings
Lexis Practice Advisor
These ‘Top 10’ practice tips provides practical guidance for counsel working on a registered direct offering (RDO). An RDO is a public offering of securities sold on a best efforts basis by a placement agent that is engaged by an issuer to introduce the issuer to potential investors. An RDO is generally
Top 10 Practice Tips: Debt Tender Offers
Lexis Practice Advisor
There are 10 practice points that are intended to help you in assisting an issuer with a proposed debt tender offer for cash. Often, issuers of debt securities seek to manage their liabilities through liability management transactions, including debt tender offers for cash. Given the current economic downturn and market volatility resulting
Market Trends 2019/20: Lock-Up Agreements
This practice note discusses recent market trends regarding lock-up agreements, which are usually negotiated between the underwriters or placement agents and the issuer and its directors, officers, and control persons in connection with offerings of securities.
Read the full article here.