Yesterday, Securities and Exchange Commission Chair, Jay Clayton, testified before the U.S. Senate Committee on Banking, Housing, and Urban Affairs. In his last testimony, Chair Clayton confirmed his plans to conclude his tenure before year end. The Chair provided an overview of the work of the SEC during the year, addressing the SEC’s response to
Commissioners Pierce and Roisman Dissent to Broad Interpretation of Internal Accounting Controls
On October 15, 2020, the US Securities and Exchange Commission (SEC) issued a cease and desist order (Order), settling charges against a registrant for controls violations relating to a stock buyback plan implemented during acquisition discussions. The company’s Board of Directors authorized stock repurchases in compliance with a policy that prohibited the company from buying,
SEC Staff Guidance on Private Equity Line Financings
The Staff of the Division of Corporation Finance of the Securities and Exchange Commission released today a new Compliance & Disclosure Interpretation, 139.13, relating to equity lines, and has withdrawn several C&DIs (see here). For convenience, the text of 139.13 is reprinted below.
Question 139.13
Question: In many equity line financings, the company
Webinar: SEC and Other Developments Affecting Private Capital Markets
November 17, 2020 Webinar
11:00 a.m. – 12:00 p.m. EST
Register here.
For a number of years now, significantly more capital has been raised by companies in the US private markets than in US SEC-registered offerings. In IFLR’s recently published book, A Deep Dive into Capital Raising Alternatives, changes brought about to the
SEC Enforcement Annual Report FY2020: Key Takeaways and Trends
On November 2, 2020, the U.S. Securities and Exchange Commission (“SEC”) Division of Enforcement staff published its annual enforcement report for fiscal year 2020. This has been an unprecedented year, including for the SEC’s Division of Enforcement. SEC Chairman Jay Clayton noted that the report highlights “enforcement’s extraordinary efforts” amidst the challenges of the COVID-19
Webinar: Preparing for the 2021 US Proxy and Annual Reporting Season
November 10, 2020
12:00pm – 1:00pm EST
Register here.
Preparations are key to a successful proxy and annual report season, and autumn is not too early to begin. As companies evaluate the ramifications of COVID-19 that need to be discussed in various contexts in annual filings with the US Securities and Exchange Commission, advance
Transitional FAQs Regarding Amended Regulation S-K Items 101, 103 and 105
As we previously reported, the SEC’s amendments to certain provisions of Regulation S-K, including Risk Factors, become effective on Monday, November 9, 2020. The Staff of the SEC’s Division of Corporation Finance has provided guidance in the form of Frequently Asked Questions. We repeat these below for convenience (see here, as well):
(1)
A Deep Dive Into Capital Raising Alternatives: IFLR’s New Book and Free Webinars
In the International Financial Law Review’s latest publication, A Deep Dive Into Capital Raising Alternatives, Mayer Brown provides context on the changes in market structure and market dynamics that led to the enactment of the JOBS Act. Specifically, the trend for many private companies to remain private longer, defer or dispense with traditional
Exempt Offering Framework Amendments
On November 2, 2020, the U.S. Securities and Exchange Commission (SEC) voted to adopt amendments proposed in March 2020 that harmonize and modernize the exempt offering framework (referred to as the Amendments). As with several other recent votes to adopt rule proposals, the SEC Commissioners split their vote, with two Commissioners voting against the Amendments.
SEC Adopts Changes to Exempt Offering Framework
Today, November 2, 2020, the Securities and Exchange Commission (SEC) voted to adopt amendments proposed in March 2020 that harmonize and modernize the exempt offering framework. Predictably, the SEC Commissioners were split in their vote, with two Commissioners voting against the amendments. Despite the statements of the dissenting Commissioners, who cited investor protection issues, it