Brian Hirshberg

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The COVID-19 pandemic has resulted in severe market volatility in U.S. capital markets and the loss of significant equity value for many U.S. public companies.  As a result, many companies may be at risk of losing their status as well-known seasoned issuers (“WKSIs”) under the federal securities laws.  A company qualifying as a WKSI may…

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…

On March 4, 2020, the Securities and Exchange Commission (“SEC”) proposed amendments to the current framework of registration exemptions and safe harbors. The SEC’s proposal is a first step following the release of its June 2019 concept release in which the SEC solicited public comment on possible ways to simplify, harmonize, and improve the exempt…

Several key regulatory developments and reforms have the potential to significantly help business development companies (closed-end investment management companies that are specially regulated by the Investment Company Act of 1940). This article published in Bloomberg Law addresses those developments and how they are expected to impact the BDC industry.

View the full article here.

On December 18, 2019, the Securities and Exchange Commission (“SEC”) proposed amendments to the definition of “accredited investor” and related amendments to the definition of “qualified institutional buyer.” The proposed amendments would have the effect, if adopted, of broadening the universe of individuals and entities that would qualify as accredited investors.

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During the last two weeks of 2019, the US Securities and Exchange Commission offered guidance and reminders relating to the role of audit committees, international intellectual property and technology risks, and confidential treatment applications. This Legal Update provides further detail on—and discusses practical considerations regarding—these pronouncements, which public companies should take into account as the…

On November 18, 2019, Securities and Exchange Commission (the “SEC”) Commissioner Robert Jackson sent a letter to Representative Carolyn Maloney attributing the lack of public disclosure regarding the political spending habits of public companies to the influence of institutional investors. Commissioner Jackson publicly supported imposing corporate political spending disclosure requirements on public companies prior to…

On December 19, 2019, the Staff of the Division of Corporation Finance (the “Staff”) released guidance detailing the process to be followed by companies that choose to submit confidential treatment applications. In March 2019, the Securities and Exchange Commission adopted amendments that allow companies to omit confidential information that is commercially sensitive and the disclosure…

On December 6, 2019, the Securities and Exchange Commission (“SEC”) rejected the proposal submitted by the New York Stock Exchange (“NYSE”) to allow companies to simultaneously go public through a direct listing and raise cash from public market investors.  As we previously blogged, the NYSE’s proposed rule would have incorporated an option to raise…