Laura D. Richman

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On November 24, 2020, the US Securities and Exchange Commission (SEC) proposed for comment amendments to Rule 701 under the Securities Act of 1933, which is the exemption from the registration requirements relied upon most frequently by non-reporting companies in connection with their issuances of stock-based compensation to employees, as well as amendments to the…

The US Securities and Exchange Commission (SEC) Division of Corporation Finance published CF Disclosure Topic No. 10 (the disclosure topic) on November 23, 2020.  The disclosure topic provides guidance to China-based Issuers: companies based in or with the majority of their operations in the People’s Republic of China (China).  The guidance is the latest step…

On November 19, 2020, the US Securities and Exchange Commission continued its recent efforts to modernize and simplify certain financial disclosure requirements in Regulation S-K by amending Item 303 of Regulation S-K (Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)) and revising or eliminating several other requirements of Regulation S-K. This…

The US Securities and Exchange Commission has amended Regulation S-T and the EDGAR Filer Manual to permit the use of electronic signatures for filings on EDGAR that are required to be signed and has made corresponding revisions to various rules and forms under the Securities Act of 1933, the Securities Exchange Act of 1934 and…

On October 15, 2020, the US Securities and Exchange Commission (SEC) issued a cease and desist order (Order), settling charges against a registrant for controls violations relating to a stock buyback plan implemented during acquisition discussions.  The company’s Board of Directors authorized stock repurchases in compliance with a policy that prohibited the company from buying,…

On November 2, 2020, the U.S. Securities and Exchange Commission (SEC) voted to adopt amendments proposed in March 2020 that harmonize and modernize the exempt offering framework (referred to as the Amendments). As with several other recent votes to adopt rule proposals, the SEC Commissioners split their vote, with two Commissioners voting against the Amendments.…

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Preparations are key to a successful proxy and annual report season, and autumn is not too early to begin. As companies evaluate the ramifications of COVID-19 that need to be discussed in various contexts in annual filings with the US Securities and Exchange Commission, advance…

On October 8, 2020, the staff of the SEC’s Division of Corporation Finance spoke at PLI’s The SEC Speaks in 2020 program, providing insights on recent developments, rulemakings, guidance and initiatives.

Among the developments over the past year that Division Director William Hinman highlighted was the recognition that digital assets can be registered in compliance…

Preparations are key to a successful proxy and annual report season, and autumn is not too early to begin. While work on proxy statements, annual reports and annual meetings typically kicks into high gear in the winter, advance planning will make the process go more smoothly. This is especially true for the 2021 season, as…

On September 23, 2020, the US Securities and Exchange Commission adopted amendments to Rule 14a-8 promulgated under the Securities Exchange Act of 1934. The amendments will generally be effective for shareholders’ meetings to be held on or after January 1, 2022. This Legal Update provides background and details on the amendments and notes practical considerations…