The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial condition, and governance (the “Final Rules”).  The SEC says that “climate-related risks, their impacts, and a public company’s response to those risks can significantly affect

On January 24, 2024, the US Securities and Exchange Commission (the “SEC”) adopted new rules and amendments to existing rules and forms (the “Final Rules”) addressing (i) the treatment under the securities laws of special purpose acquisition companies (“SPACs”) in connection with their IPOs and their subsequent business combination transactions (“de-SPAC transactions”) with target operating

As we previously posted, the Securities and Exchange Commission held an open meeting this morning to consider and vote on whether to adopt final rules regarding SPAC IPOs and business combinations (de-SPAC transactions).  During the open meeting, Chair Gensler citing Aristotle, noted yet again a desire to treat “like as like” and, in that

On January 9, 2024, the Financial Industry Regulatory Authority, Inc. (“FINRA”) published its 2024 Annual Regulatory Oversight Report (the “Annual Report”), as we blogged about.  With respect to private placements, FINRA cites to Regulatory Notice 23-08 (see our alert), for a discussion of member firms’ obligations when recommending private placements, including the obligation

The Securities and Exchange Commission (the “SEC”) announced as part of its agenda for its January 24, 2024 open meeting that it will consider whether to adopt new rules and amendments to disclosures in initial public offerings (“IPOs”) by special purpose acquisition companies (“SPACs”) and in subsequent business combination transactions between SPACs and target companies

On December 26, 2023, the Securities and Exchange Commission (“SEC”) approved an amended proposal submitted by the New York Stock Exchange (“NYSE”) that narrows the scope of the NYSE’s shareholder approval requirement for a transaction involving the sale of securities to a substantial securityholder.  NYSE Rule 312.03(b)(i) requires a listed company to obtain shareholder approval

On September 21, 2023, the U.S. Securities and Exchange Commission’s (the “SEC”) Investor Advisory Committee (“IAC”) met to consider certain matters included on the SEC’s rulemaking agenda for this fall, such as exempt offerings under Regulation D Rule 506 and the definition of accredited investor.  The following provides a brief summary of discussions at the

The Securities and Exchange Commission’s Investor Advisory Committee will meet on September 21, 2023 and has announced its agenda for the meeting, which includes consideration of certain matters that are included on the SEC’s rulemaking agenda for this fall.

For example, the Committee will host a panel discussion regarding Rule 506 offerings.  The agenda notes

In recent years, private non-bank lending to private equity-owned, small- and middle-market companies has significantly increased. Within this growing sector, private and non-traded business development companies (“BDCs”) have outperformed other non-bank lenders in many respects. Since 2020, assets under management by private and non-traded BDCs has increased from approximately $34 billion to approximately $118 billion