April 2022 marked the ten-year anniversary of the JOBS Act. My former partner and friend, Dave Lynn, co-editor of TheCorporateCounsel.net and The Corporate Counsel, invited me to join him on his podcast, Deep Dive with Dave. We discussed the anniversary, and genesis of the JOBS Act, as well as some of the changes to the
Call for SEC Hearing
On May 5, 2022, Congressman McHenry, the senior Republican on the House Financial Services Committee, and Congressman Huizenga, the senior Republican on the Investor Protection, Entrepreneurship, and Capital Markets Subcommittee sent a letter to Chairwoman Maxine Waters reiterating their demand for a hearing with the full US Securities and Exchange Commission (SEC). The House Financial
Sample Letter to Companies Regarding Disclosures Pertaining to Russia’s Invasion of Ukraine and Related Supply Chain Issues
The Staff of the US Securities and Exchange Commission’s Division of Corporation Finance released a sample comment letter that provides guidance regarding the types of disclosures that reporting companies should consider in connection with the direct or indirect that Russia’s invasion of Ukraine and the international response it may have on their businesses. Among other
Top 10 Practice Tips: Lock-Up Agreements
This practice note provides 10 practice points to consider in drafting and negotiating lock-up agreements. In connection with securities offerings, the underwriters or placement agents generally negotiate a lock-up agreement with the issuer, as well as with the issuer’s directors, officers, and, in the case of initial public offerings, control persons and other stockholders. Lock-up
Recalibrating Regulation of Private Markets?
In various public statements of late, representatives of the Securities and Exchange Commission have noted concern regarding the growth of the private markets. The statements have pointed to the fact that fundraising in the private markets has surpassed fundraising in the public markets. For example, a recent speech cited statistics that private assets under management
Upcoming SEC Small Business Capital Formation Advisory Committee Meeting
On May 6, 2022, the SEC’s Small Business Capital Formation Advisory Committee will host a live meeting to discuss two recent long-awaited and controversial SEC proposals: the SEC’s proposed rules on Climate-Related Disclosures and its proposed rules on SPACs, Shell Companies, and Projections.
Mayer Brown partner Anna Pinedo will provide testimony relating to, and
Top 10 Practice Tips: Stock Repurchase Programs
This practice note includes 10 practice tips that may help you, as counsel to a public company or a repurchase agent, in implementing a stock repurchase program on behalf of your client. A stock repurchase program enables a company to buy back a certain number of its outstanding securities. In recent years, the repurchase activity
Top 10 Practice Tips: Liability Management Transactions
This practice note provides key practice tips for advising a client considering a liability management transaction. Given recurring periods of market volatility, issuers in a wide range of industry sectors from time to time evaluate potential liability management transactions, including debt repurchases, tender or exchange offers, and consent solicitations. Liability management transactions allow an issuer
SEC Rule Proposal Seeks to Clarify “Dealer” Definition for Persons Engaging in Liquidity-Providing Activities
Proposed Rules Could Require Dealer Registration by Certain Principal Trading Firms, Private Funds, Investment Advisers and Other Market Participants
On March 28, 2022, the US Securities and Exchange Commission (“SEC”) proposed two new rules – SEC Rules 3a5-4 and 3a44-2 (the “Proposed Rules”) – that would further define the phrase “as part of a regular
Top 10 Practice Tips: Debt Tender Offers
These 10 practice points 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 outstanding obligations through liability management transactions, including debt tender offers for cash. Indeed, given the current low interest rate environment, companies may consider borrowing new