On November 24, 2020, the US Securities and Exchange Commission (SEC) proposed for comment amendments to Rule 701 under the Securities Act of 1933, which is the exemption from the registration requirements relied upon most frequently by non-reporting companies in connection with their issuances of stock-based compensation to employees, as well as amendments to the
On point. – Real Estate Investment Trusts (REITs)
Our latest On point. focuses on real estate investment trusts (“REITs”). Established in 1960, REITs were designed to democratize real estate investing by providing retail investors with the opportunity to obtain passive gains from large-scale, income-producing real estate and mortgage portfolios. REITs typically receive preferential tax treatment in the form of no entity-level tax and
Proposed Temporary Amendment to Facilitate Option-Based Awards to Gig Workers
The Securities and Exchange Commission released for comment proposed rules that would apply on a temporary basis to allow for broader reliance on Rule 701 and Form S-8 for stock-based compensation related awards to gig or platform workers. These workers may not be employees or consultants eligible to receive stock-based awards under current Rule 701.
SEC Proposed Amendments to Rule 701 and Form S-8
Some time ago, in 2018, the Securities and Exchange Commission had issued a concept release requesting public comment on possible amendments to Rule 701 and Form S-8. The concept release followed after the SEC Staff had issued a number of Compliance and Disclosure Interpretations on Rule 701, and after federal legislation had modified the dollar
SEC Staff Guidance Regarding Disclosure Considerations for China-Based Issuers
Yesterday, November 23, 2020, the Staff of the Securities and Exchange Commission Division of Corporation Finance issued CF Disclosure Guidance Topic No. 10. The guidance addresses disclosure considerations for companies that are based in or that have a majority of their operations in China. This guidance follows various public statements from SEC officials, as well
Division Director Hinman on Principles-Based Disclosures
Speaking in connection with the Practising Law Institute’s (PLI) Directors’ Institute on Corporate Governance, Securities and Exchange Commission Division of Corporation Finance Director, William Hinman, shared his views on a principles-based approach to disclosure requirements and to rulemaking. His remarks, which when read along with those of Chair Jay Clayton at the Economic Club and
Outgoing SEC Chair Identifies Areas Needing Improvement
In his remarks this week to the Economic Club of New York, Securities and Exchange Commission Chair Jay Clayton reviewed the many rulemaking and other accomplishments of the SEC in recent years. Following the impressive recap, the Chair took time to identify a number of areas “in need of imminent improvements.” Though a new Chair
SEC Adopts Amendments to MD&A
The Securities and Exchange Commission continues to move forward with its rulemaking agenda. Today, the SEC announced that it voted to adopt amendments to the MD&A disclosure requirements. These had been proposed at the beginning of the year. The amendments are part of the SEC’s continuing disclosure effectiveness initiative and are intended to modernize and
SEC Chair Testifies on the Hill
Yesterday, Securities and Exchange Commission Chair, Jay Clayton, testified before the U.S. Senate Committee on Banking, Housing, and Urban Affairs. In his last testimony, Chair Clayton confirmed his plans to conclude his tenure before year end. The Chair provided an overview of the work of the SEC during the year, addressing the SEC’s response to
SEC Staff Guidance on Private Equity Line Financings
The Staff of the Division of Corporation Finance of the Securities and Exchange Commission released today a new Compliance & Disclosure Interpretation, 139.13, relating to equity lines, and has withdrawn several C&DIs (see here). For convenience, the text of 139.13 is reprinted below.
Question 139.13
Question: In many equity line financings, the company