Ryan Castillo

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US reporting companies that are planning or have completed a significant acquisition of a business may be required to file separate target financial statements and related pro forma financial statements under Rule 3-05 and Article 11 of Regulation S-X.  The specific US Securities and Exchange Commission rules and financial reporting obligations triggered by a significant…

A Presidential memorandum was issued on June 4, 2020 calling for “firm, orderly action to end the Chinese practice of flouting American transparency requirements without negatively affecting American investors and financial markets.”  The memorandum calls for the President’s Working Group on Financial Markets, which includes the Chairman of the Securities and Exchange Commission, to be…

Recognizing the logistical difficulties of submitting Forms 144 in paper in light of COVID-19 concerns, the SEC’s Division of Corporation Finance (CorpFin) announced last April 10 that it will not recommend enforcement actions for failure to submit Forms 144 in paper if they are emailed instead.  Filers can attach a complete Form 144 as a…

A number of public companies have experienced dramatic fluctuations in their stock price, trading volume and market capitalization as a result of the recent market downturn triggered by the COVID-19 pandemic.  For registrants concerned about steep declines in their day-to-day market cap in this volatile environment and how the volatility may impact their status as…

On March 2, 2020, the US Securities and Exchange Commission (SEC) adopted amendments to Rules 3-10 and 3-16 of Regulation S-X that simplify and streamline the financial disclosures required in registered debt offerings involving guaranteed or collateralized debt securities.

Read our Legal Update here.

On March 2, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the financial disclosure requirements in Rules 3-10 and 3-16 of Regulation S-X, applicable to registered debt offerings involving guaranteed or collateralized securities.  The amendments are intended to improve the quality of disclosure to investors, and encourage issuers to conduct debt offerings with…

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…

Yesterday, the Division of Corporation Finance (CorpFin) of the SEC released CF Disclosure Guidance: Topic No. 8, Intellectual Property and Technology Risks Associated with International Business Operations (Guidance). The Guidance aims to assist public companies in evaluating intellectual property (IP) and technology risks related to their international operations, assessing their materiality, and drafting useful disclosures,…

On September 17, 2019, the Securities and Exchange Commission (SEC) proposed rules to update the statistical disclosures that bank and savings and loan registrants provide to investors. The proposed rules would rescind Industry Guide 3, Statistical Disclosure by Bank Holding Companies (Guide 3), codify certain Guide 3 disclosures into a new Subpart 1400 of Regulation…

On September 17, 2019, the Securities and Exchange Commission proposed rules to update the statistical disclosures that banks and loan registrants provide to investors, and eliminate disclosures that overlap with SEC rules, U.S. GAAP or IFRS.  The proposed rules would replace Industry Guide 3, Statistical Disclosure by Bank Holding Companies, with updated disclosure in a…