Brian Hirshberg

Subscribe to Brian Hirshberg's Posts
Contact:Read more about Brian Hirshberg

As part of a panel discussion at the Practising Law Institute’s 2024 SEC Speaks Conference held on April 2, 2024, the Director of the SEC’s Division of Corporation Finance, Erik Gerding, highlighted several risks and disclosures relating to commercial real estate (CRE) that the Staff has recently focused on and expects to continue to focus…

On June 21, 2024, The Nasdaq Stock Exchange (“Nasdaq”) filed a proposed rule change with the Securities and Exchange Commission to modify the application of the bid price compliance period as a result of which a company takes action that causes non-compliance with another listing requirement. Companies that have equity securities with low trading prices…

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…