Lexis Practice Advisor
This practice note provides 10 practice points to consider in drafting and negotiating lock-up agreements. In connection with securities offerings, the underwriters or placement agents generally negotiate a lock-up agreement with the issuer, as well as with the issuer’s directors, officers, and, in the case of initial public offerings, control persons and…
On September 11, 2020, the U.S. Securities and Exchange Commission (SEC) adopted, in substantially the form it had proposed, amendments to the requirements for statistical disclosures that bank and savings and loan registrants provide to investors.
The rules rescind Industry Guide 3, Statistical Disclosure by Bank Holding Companies (Guide 3); codify certain Guide 3 disclosures…
On August 6, 2020, the President’s Working Group on Financial Markets (“Working Group”) released its Report on Protecting United States Investors from Significant Risks from Chinese Companies (“Report”). The Working Group is chaired by the Secretary of the Treasury, and includes the Chairman of the Board of Governors of the Federal Reserve System, the Chairman…
This practice note discusses 10 practice points that can help you, as counsel to underwriters or initial purchasers, skillfully navigate the task of reviewing and negotiating comfort letters. A comfort letter is a letter delivered by an issuer’s independent accountants to the underwriters or initial purchasers that provides certain assurances with respect to financial information…
On July 9, 2020, SEC Chief Accountant Sagar Teotia and SEC Division of Enforcement Co-Director Stephanie Avakian moderated a panel discussion concerning limitations on inspection and enforcement in emerging markets, and auditors’ oversight of members firms in emerging markets. This was Panel 2 of the SEC staff’s roundtable on emerging markets and comprised of PCAOB…
On July 9, 2020, the SEC hosted a virtual roundtable discussion on the risks of investing in emerging markets, including China. The roundtable featured four separate panels that included representatives from the PCAOB, DOJ, NYSE, Nasdaq, MSCI, investor groups, auditing firms, academia and other market participants, with SEC staff members acting as moderators.
In his…
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…
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