Brian Hirshberg

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Maybe still the single best measure ever adopted in order to facilitate capital formation, the shelf registration statement provides an issuer with the most flexibility to take advantage of windows of opportunity and to access the capital markets quickly and efficiently.  We discuss eligibility to use a shelf registration statement, the shelf registration process, and…

Issuers with outstanding fixed-to-floating or floating rate preferred securities or depositary shares representing an interest in underlying preferred securities will soon need to consider how to address operative LIBOR-based provisions in advance of the cessation of LIBOR.  The governing documents for many outstanding depositary shares and preferred securities that reference LIBOR do not envision a…

The staff of the Securities and Exchange Commission’s Division of Corporation Finance issues comment letters relating to registration statements and periodic report filings. This note examines the issues raised in SEC staff comment letters for IPOs relating to the valuation of equity awards issued to employees at a value that may be considered less than…

As we previously blogged, on April 16, 2020, The Nasdaq Stock Market (“Nasdaq”) announced temporary relief from the bid price and market value of publicly-held shares listing requirements in response to the COVID-19 pandemic. In addition, on May 1, 2020, Nasdaq adopted Nasdaq Rule 5636T, which provided an exception from certain shareholder approval rules for…

On July 2, 2020, the Securities and Exchange Commission (the “SEC”) approved, with immediate effectiveness, the New York Stock Exchange’s (“NYSE”) proposal to extend its waiver of the shareholder approval requirements set forth in Section 312.03 of the NYSE Listed Company Manual through September 30, 2020.  As we previously blogged, the SEC initially approved the…

On June 30, 2020, Securities and Exchange Commission (“SEC”) Chair Jay Clayton moderated a roundtable concerning pandemic-related disclosure considerations.  The roundtable included Gary Cohn, former Director of the National Economic Council, Glenn Hutchins, co-founder of Silver Lake Partners, Tracy Maitland, President of Advent Capital Management, and Barbara Novick, the Vice Chair of BlackRock.  The Director…

An “at-the-market” (“ATM”) offering is an offering of securities into an existing trading market for the securities at a price or prices related to the then-market price of the securities. ATM offerings are continuous offerings, and provide issuers with a flexible way to raise modest amounts of capital with minimal market impact, at a low…

On June 22, 2020, the New York Stock Exchange (“NYSE”) submitted an amended proposal to the Securities and Exchange Commission (“SEC”) that would modify existing NYSE rules relating to direct listings in order to permit companies to conduct concurrent primary offerings.  As we previously blogged, on December 6, 2019, the SEC rejected a broader NYSE…

On June 25, 2020, the staff of the Division of Corporation Finance (the “Staff”) released three temporary statements to assist filers impacted by the COVID-19 pandemic. In the first statement, the Staff indicated it will not recommend enforcement action if the following documents are submitted to the Securities and Exchange Commission (“SEC”) via email in…

Some issuers have suspended dividend payments on outstanding preferred stock as a result of COVID-19 pandemic-related economic concerns. In order to remain eligible to use a Form S-3 registration statement, among other requirements, neither the issuer nor any of its consolidated or unconsolidated subsidiaries shall have failed to pay any dividend on its preferred stock…