The Securities and Exchange Commission (SEC) has granted an order exempting Rule 144A fixed-income securities (fixed-income securities that are issued in accordance with the requirements of Rule 144A) from Rule 15c2-11.
See the order here.
The Securities and Exchange Commission (SEC) has granted an order exempting Rule 144A fixed-income securities (fixed-income securities that are issued in accordance with the requirements of Rule 144A) from Rule 15c2-11.
See the order here.
On August 29, 2023, US federal banking regulators issued a proposal for long-term debt (“LTD”) requirements on certain midsize and larger US banking organizations (the “LTD Proposal”). The LTD Proposal is important because it would require many regional and larger banking organizations to issue significant amounts of LTD. In this Legal Update, we provide background…
On July 26, 2023, the U.S. Securities and Exchange Commission (the “SEC”) issued a release, adopting final rules (the “Final Rules”) aimed at standardizing and enhancing disclosure relating to cybersecurity incidents and risk management processes. The SEC had proposed rules (the “Proposed Rules”) on March 9, 2022. The Final Rules reflect the considerable comments received…
Companies will be affected in a variety of ways by the receivership of Signature Bank, Silicon Valley Bank or any other similarly situated financial institution. Companies may face difficulty accessing bank facilities or the capital markets or limitations on money market or commercial paper facilities. Resulting liquidity constraints may entail difficult decisions, including prioritizing the…
On December 14, 2022, the Securities and Exchange Commission (the “SEC”) unanimously adopted amendments (the “amendments”) to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) and related disclosure obligations for public companies. The amendments (i) add new conditions to the availability of the affirmative defense to insider trading liability contained in Rule…
On August 25, 2022, the US Securities and Exchange Commission (SEC) finally adopted a “pay versus performance” rule in accordance with a Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) mandate that requires SEC-reporting companies to disclose in a clear manner the relationship between executive compensation actually paid and the financial performance of…
Last Friday, the United States and China appear to have taken a major step towards resolving their long-standing dispute over inspections and investigations by the U.S. Public Company Accounting Oversight Board (“PCAOB”) of audit firms based in China and Hong Kong that threatens to cause the delisting of approximately $1.5 trillion in U.S.-listed securities by…
On March 30, 2022, the Securities and Exchange Commission (the “SEC”) proposed new rules and amendments to existing rules and forms (the “Proposed Rules”) addressing the treatment of special purpose acquisition companies (“SPACs”) in connection with their initial public offerings (“IPOs”) and subsequent de-SPAC transactions. Comments on the Proposed Rules are due 30 days after…
On February 10, 2022, the Securities and Exchange Commission (the “SEC”) proposed amendments to Schedules 13D and 13G relating to beneficial ownership reports (the “Proposed Amendments”).
The Proposed Amendments are intended to modernize the rules that govern reporting on Schedules 13D and G by, among other things, making information available to the public in a…
On January 3, 2022, the Delaware Court of Chancery issued an opinion denying motions to dismiss in In re Multiplan Corp. Stockholders Litigation, a stockholder action arising out of the completed business combination for Churchill Capital Corp. III (“Churchill”), a SPAC, and Multiplan Inc. (“MultiPlan”). The court’s opinion has important implications for SPAC sponsors,…