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Yesterday, June 23, 2020, the Division of Corporation Finance of the Securities and Exchange Commission issued CF Disclosure Guidance Topic No. 9A.  This additional Staff guidance provides views regarding the types of disclosures that SEC-reporting companies should consider as a result of disruptions arising as a result of the pandemic.  The Guidance notes that the…

On June 18, 2020, the Office of Compliance, Inspections and Examinations of the US Securities and Exchange Commission announced in a risk alert that it will conduct examinations of SEC-registered investment advisers, broker-dealers and investment companies, among others, to assess their preparedness for LIBOR’s expected discontinuation.

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This article, published in the Lexis Practice Advisor Journal, discusses capital markets and securities law in the time of COVID-19, which started in late 2019 and impacted the whole world in a matter of months, and explains how the U.S. Securities and Exchange Commission (SEC) responded to address the effects of the pandemic, particularly on…

On June 23, 2020, Jay Clayton, Chairman of the US Securities and Exchange Commission (SEC) discussed his perspectives on long-term investing, sustainability and the role of disclosures during a webinar hosted by FCLTGlobal, a non-profit organization that develops research and tools that encourage long-term investing and business decision-making.

While environmental, social and governance (ESG) matters…

Liu v. SEC, No. 18-1501

Introduction: Today, the Supreme Court held in an 8-1 decision that the SEC, in civil actions, can seek disgorgement of a defendant’s net profits from securities fraud.

Background: Through an investment fund, Charles Liu and Xin Wang raised $27 million to build a cancer treatment center in California, but…

Some issuers have suspended dividend payments on outstanding preferred stock as a result of COVID-19 pandemic-related economic concerns. In order to remain eligible to use a Form S-3 registration statement, among other requirements, neither the issuer nor any of its consolidated or unconsolidated subsidiaries shall have failed to pay any dividend on its preferred stock…

General Instruction I.A.3 of Form S-3 requires an issuer to have timely filed all periodic reports (Section 13(a) or 15(d) reports and Section 14(a) and 14(c) materials) during the preceding 12 calendar months in order to be eligible to use a Form S-3 registration statement. For purposes of these eligibility requirements, a calendar month begins…

As we had previously blogged, the Securities and Exchange Commission will hold its Small Business Forum on June 18, 2020, virtually.  While the annual program always addresses critical capital formation issues, this year’s agenda promises to bring fresh perspectives and touch on timely topics, including supporting women entrepreneurs, building companies in rural communities that may…

On June 8 and 12, 2020, the Securities and Exchange Commission had published in the Federal Register for comment several rule proposals from Nasdaq Stock Market LLC (“Nasdaq”) that would apply to companies whose principal businesses are in “a jurisdiction that Nasdaq determines to have secrecy laws, blocking statutes, national security laws or other laws…

The Securities and Exchange Commission announced the entry of an order settling charges against a registrant relating to the failure to disclose fully perquisites and benefits provided to the former chief executive officer.  In proxy statements from 2014 through 2018, the SEC found that the registrant failed to disclose  benefits, including personal use of corporate…