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Maybe still the single best measure ever adopted in order to facilitate capital formation, the shelf registration statement provides an issuer with the most flexibility to take advantage of windows of opportunity and to access the capital markets quickly and efficiently.  We discuss eligibility to use a shelf registration statement, the shelf registration process, and…

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…

The staff of the Securities and Exchange Commission’s Division of Corporation Finance issues comment letters relating to registration statements and periodic report filings. This note examines the issues raised in SEC staff comment letters for IPOs relating to the valuation of equity awards issued to employees at a value that may be considered less than…

Today, the Securities and Exchange Commission adopted amendments to the proxy rules.  The amendments amend the definition of “solicitation” in Exchange Act Rule 14a-1(l) in order to make clear, consistent with the SEC’s longstanding view, that it includes proxy voting advice, with certain exceptions.  The amendments also revise Rules 14a-2(b)(1) and (b)(3), which provide exemptions…

In a recent speech, SEC Commissioner Roisman shared his own views regarding ESG disclosures.  The Commissioner touched on the difficulty associated with defining “ESG.”  Specifically, he noted that corporate governance perhaps should be considered separately from the “E” and “S”.  The Commissioner also noted that there is an element of subjectivity associated with the issues…

On July 22, 2020, the Securities and Exchange Commission will hold an open meeting to consider whether to adopt proxy related amendments.  The SEC will consider whether to adopt proxy rule amendments that would provide investors who use proxy voting advice with more transparent, accurate, and complete information on which to make voting decisions.  The…

This market trends article identifies cybersecurity risk disclosures that offer detailed discussions on the potential reputational, financial, or operational harm resulting from cybersecurity breaches and the potential litigation or regulatory costs, policies, and procedures in addressing cybersecurity risks. This article concludes with practical advice on how to prepare and enhance the required disclosures on cybersecurity…

On June 25, 2020, the staff of the Division of Corporation Finance (the “Staff”) released three temporary statements to assist filers impacted by the COVID-19 pandemic. In the first statement, the Staff indicated it will not recommend enforcement action if the following documents are submitted to the Securities and Exchange Commission (“SEC”) via email in…

On June 23, 2020, the Division of Corporation Finance (Division) of the US Securities and Exchange Commission (SEC) issued CF Disclosure Guidance: Topic No. 9A (CF 9A), providing guidance on operations, liquidity, and capital resources disclosures that companies should consider with respect to COVID-19-related disruptions. On that same date, the SEC’s Office of the Chief…

This market trends article identifies disclosures related to U.S. Tariff Policies that offer detailed discussions on the actual and potential effects for the particular registrants and concludes with recommendations on how to enhance disclosures relating to the effects of U.S. Tariff Policies. The company name, its industry, and the type of filing are also provided…