On October 6, 2020, the New York Stock Exchange (“NYSE”) filed a proposed rule amendment in order to seek approval to amend certain of the shareholder approval requirements set forth in Section 312 of the NYSE Listed Company Manual. Paragraphs (b) and (c) of Section 312 require NYSE-listed companies to obtain shareholder approval prior to
SEC Reporting Issues for Foreign Private Issuers: Bloomberg Tax Portfolio 5507-4th
Portfolio 5507 discusses the securities laws applicable to foreign private issuers that access the U.S. capital markets and the integrated disclosure system.
This most recent edition includes updates for foreign private issuers, and the financial intermediaries that work with foreign private issuers, in connection with public offerings and exempt offerings.
The portfolio has been updated
BDCs Benefit from the SEC’s New Fund of Funds Rule
On October 7, 2020, the Securities and Exchange Commission (“SEC”) adopted a new rule designed to streamline and enhance the regulatory framework for funds that invest in other funds (“fund of funds arrangements”). The new rule (Rule 12d1-4) will create a consistent framework for fund of funds arrangements to replace the existing regulatory approach that
Market Trends 2019/20: Business Development Companies
Lexis Practice Advisor
This practice note covers recent market trends affecting business development companies (BDCs), particularly focusing on various types of securities offerings undertaken by public and private BDCs. BDCs are closed-end investment management companies that are specially regulated by the Investment Company Act of 1940, as amended (the 1940 Act). BDCs provide capital to,
SEC Approves Further Extension of NYSE’s Relief from Shareholder Approval Rule
On September 28, 2020, the US Securities and Exchange Commission (“SEC”) approved, with immediate effectiveness, the New York Stock Exchange’s (“NYSE”) proposal to further extend its waiver of the shareholder approval requirements set forth in Section 312.03 of the NYSE Listed Company Manual through December 31, 2020. As we previously blogged, the SEC initially
NYSE’s New Direct Listing Rule is Stayed
On August 31, 2020, the Securities and Exchange Commission (the “SEC”) notified the New York Stock Exchange (the “NYSE”) that it received a notice of intention to petition for review of the NYSE’s recently approved rule (see our prior post) that would allow companies to conduct limited primary sales concurrent with a direct listing.
Issuers Permitted to Raise Capital in Direct Listings
On August 26, 2020, the Securities and Exchange Commission (the “SEC”) approved the proposal submitted by the New York Stock Exchange (“NYSE”) that allows companies to conduct concurrent primary offerings as part of a direct listing on that exchange. A company may issue new shares and sell them to the public on its first trading
Legal Update – SEC Adopts Amendments to Accredited Investor Definition
On August 26, 2020, the U.S. Securities and Exchange Commission (“SEC”) adopted amendments to the definition of “accredited investor” and related amendments to the definition of “qualified institutional buyer.” The accredited investor definition is central to the regulation of exempt offerings. Consistent with the initial proposal, the amendments broaden the categories of individuals and entities
Due Diligence Questions relating to Critical Audit Matters
As we have previously blogged, public companies are now required to describe critical audit matters (CAMs) in their publicly filed auditor reports. CAMs inform investors and other financial statement users of matters arising from the audit that required especially challenging, subjective, or complex auditor judgment, and how the auditor responded to those matters. As such,
What’s the Deal? – 10b5-1 Plans
A Rule 10b5‐1 plan is a written securities trading plan that is designed to comply with Rule 10b5‐1(c) of the Securities Exchange Act of 1934, as amended. Any person or entity executing pre‐planned transactions pursuant to a Rule 10b5‐1 plan that was established in good faith at a time when that person or entity was