On December 16, 2020, the New York Stock Exchange (“NYSE”) filed a proposed rule change to certain of its shareholder approval requirements, which would bring the NYSE’s shareholder approval rules into closer alignment with those of Nasdaq.  Last year, the NYSE temporarily waived certain requirements under Section 312 in order to provide listed companies with

Shortly before the end of his tenure as Chair of the US Securities and Exchange Commission (SEC), Chair Jay Clayton presided over the SEC as it considered and approved the New York Stock Exchange’s (NYSE) proposed rule change modifying the NYSE’s rules in order to permit, as described in this Legal Update, primary issuances in

On December 22, 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 the exchange.  The NYSE’s proposal had been put on hold since August, following the SEC’s receipt of a

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

On November 2, 2020, the U.S. Securities and Exchange Commission (SEC) voted to adopt amendments proposed in March 2020 that harmonize and modernize the exempt offering framework (referred to as the Amendments). As with several other recent votes to adopt rule proposals, the SEC Commissioners split their vote, with two Commissioners voting against the Amendments.

Business development companies (“BDCs”) are companies that invest primarily in the securities of private and smaller public companies and that elect to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Historically, BDCs have faced challenges raising capital due to regulatory constraints imposed by the 1940 Act. BDCs generally cannot

As the pandemic has taken hold, there has been a predictable decline in stock repurchase activity; however, many issuers are evaluating restarting their programs or undertaking new programs.  In this What’s the Deal guide, we review the Rule 10b-18 safe harbor and its conditions, as well as the corporate law and disclosure considerations associated with

More and more SPACs are choosing to undertake PIPE transactions in connection with their initial business combinations.  The capital raised in the PIPE transaction, which closes concurrent with the closing of the initial business combination, helps to mitigate the risks associated with potential SPAC stockholder redemptions.  In addition, as SPACs undertake larger initial business combinations,

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