The COVID-19 pandemic has resulted in severe market volatility in U.S. capital markets and the loss of significant equity value for many U.S. public companies. As a result, many companies may be at risk of losing their status as well-known seasoned issuers (“WKSIs”) under the federal securities laws. A company qualifying as a WKSI may
SEC News
Legal Update: SEC Extends Conditional Reporting Relief and Issues COVID-19 Guidance for Public Companies
By Laura D. Richman on
On March 25, 2020, the US Securities and Exchange Commission (SEC) extended the filing periods covered by its previous conditional reporting relief order for certain public company filing obligations impacted by COVID-19. At the same time, the SEC’s Division of Corporation Finance (Division) issued guidance on disclosure considerations and other securities law obligations related to…
Legal Update: SEC Adopts Amendments to Accelerated and Large Accelerated Filer Definitions
On March 12, 2020, the US Securities and Exchange Commission (SEC) adopted amendments to the accelerated filer and large accelerated filer definitions in Rule 12b-2 under the Securities Exchange Act of 1934 (Rule 12b-2). The final amendments are intended to reduce the number of issuers that qualify as accelerated filers and reduce compliance costs for…
Coronavirus Disclosure Guidance
By Anna T. Pinedo on
The SEC’s Division of Corporation Finance today published CF Disclosure Topic No. 9 providing the Staff’s current views regarding disclosure and securities law obligations that companies should consider in connection with the coronavirus and related market and business disruptions. The guidance can be found here.
A Legal Update will follow shortly reviewing the guidance.
SEC Extends Relief for Public Companies
By Anna T. Pinedo on
The Securities and Exchange Commission announced that it is extending the filing periods covered by its previously enacted conditional reporting relief for certain public company filing obligations under the federal securities laws.
Subject to certain conditions, public companies have a 45-day extension for filings of reports due between March 1 and July 1, 2020. Today’s…
Legal Update: SEC Amends Financial Disclosure Requirements in Registered Debt Offerings involving Guaranteed or Collateralized Securities
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.
Material Nonpublic Information
By Anna T. Pinedo on
The heads of the SEC Enforcement Division, in remarks today, reminded market participants of the need to keep a close eye on the persons that may have material nonpublic information. In the remarks, they noted, “[f]or example, in these dynamic circumstances, corporate insiders are regularly learning new material nonpublic information that may hold an even…
US SEC Announces Flexibility in Comment Period Closing Dates Due to COVID-19 Challenges
By Leslie S. Cruz & Stephanie M. Monaco on
The US Securities and Exchange Commission (“SEC”) recently announced that it will not take final action before April 24, 2020, regarding the following five proposed actions, which have comment periods expiring in March, to allow commenters additional time to submit comments. The SEC is concerned that “challenges associated with COVID-19 may delay the completion and…
Legal Update: US SEC Staff Publishes Guidance on Annual Shareholder Meetings Related to COVID-19
By Leslie S. Cruz & Adam D. Kanter on
On March 13, 2020, the staff of the US Securities and Exchange Commission (“SEC”) published guidance to assist investment companies and others affected by COVID-19 with their upcoming annual shareholder meetings.
This Legal Update provides further detail.
SEC Staff Provides Guidance to Promote Continued Shareholder Engagement, Including at Virtual Annual Meetings, for Companies and Funds Affected by the Coronavirus Disease 2019 (COVID-19)
By Anna T. Pinedo on
Posted in Public Companies, SEC News
The Staff of the Securities and Exchange Commission published guidance to assist companies and market participants with their upcoming shareholder meetings, see guidance here.