The Corporate Sustainability Reporting Directive. In this microtalk video, we discuss the European Union’s Corporate Sustainability Reporting Directive (the “CSRD”). The directive, which for many companies applies from as early as 1 January 2024, creates detailed sustainability reporting requirements, which may apply for both EU and non-EU companies.
BCBS Core Principles. In this microtalk video, we discuss a recent proposal from the Basel Committee on Banking Supervision regarding revisions to the Core Principles for Effective Banking Supervision. These changes to the Core Principles come on the heels of the recent disruptions in the banking sector.
Recent Amendments to Regulation M. In this microtalk video, we discuss the SEC’s recent amendments to Regulation M, which remove references to credit ratings from Regulation M, replace them with alternative measures of credit worthiness, and impose related recordkeeping requirements on broker-dealers.
Form PF Amendments. In this microtalk video, we discuss the SEC’s amendments for Form PF, which affects large hedge fund advisors and private equity fund advisors.
Recent Share Repurchase Disclosure Modernization Amendments. In this microtalk video, we discuss the SEC’s recent share repurchase disclosure amendments, which require tabular, day-by-day reporting of share buybacks on either a quarterly or semi-annual basis depending on the type of issuer, as well as quantitative and qualitative narrative disclosures.
Excise Tax. In this microtalk video, we discuss the stock buyback excise tax, and its impact on various types of transactions.
SEC Disclosure Considerations Following Bank Sector Disruptions. In this microtalk video, we discuss the types of disclosures that public companies should consider in light of recent bank failures, the resulting intervention by governmental authorities and related market volatility.
Regulation Best Interest – SEC Observations from Broker-Dealer Examinations. In this microtalk video, we discuss the SEC’s recently published risk alert, which raises awareness regarding the most frequently cited deficiencies and weaknesses observed in broker-dealer examinations to assess compliance with Regulation Best Interest.
Changes to Direct Listing Rules. In this microtalk video, we discuss the recent amendments to each of the NYSE and the Nasdaq direct listing rules, which are designed to increase pricing flexibility and allow direct listings to be a more viable alternative for companies going forward.
FINRA Priorities Letters. In this microtalk video, we discuss FINRA’s recently issued report on its examination and monitoring program. The 2023 report contains relevant rules, key considerations, findings and observations, and notes on effective practices for compliance practioners.
Amendments to Rule 10b5-1. In this microtalk video, we discuss the recent amendments to Rule 10b5-1, which will become effective on February 27, 2023, and impose additional conditions on the availability of the affirmative defense, changes to section 16 filings and issuer disclosure obligations.
Rule 10b5-1 and Share Repurchase Disclosures. In this microtalk video, we discuss the US Securities and Exchange Commission’s (SEC’s) proposed amendments to Rule 10b5-1 and share repurchase disclosures which could change the way companies conduct buybacks.
Regulation Fair Disclosure (Reg FD). In this microtalk video, we provide a detailed overview of the SEC’s adopted rule, Regulation FD, while also addressing consequences of public companies’ non-compliance.
Up-C Structures. This microtalk video provides a brief overview of umbrella partnership – C corporation structures, which are more commonly referred to as “Up-C structures.”
Management’s Discussion & Analysis. In this microtalk video, we discuss the SEC’s amendments to several of the disclosure requirements relating to Management’s Discussion & Analysis of Financial Condition and Results of Operations (MD&A, or the Regulation S-K Item 303 requirements) in an effort to streamline and modernize.
Nasdaq’s Rule Proposal for Board Diversity and Disclosure Requirements. This microtalk video discusses Nasdaq’s proposal to adopt listing rules related to board diversity. During this brief video, we explain details of the proposal, as well as its objectives for enhanced diversity and inclusion going forward.
An Overview of Special Purpose Acquisition Companies. This microtalk video provides a brief overview of special purpose acquisition companies (SPACs).
PIPE Transactions in Connection with SPAC Business Combinations. In this microtalk video, we discuss private investment in public equity (PIPE) transactions consummated by SPACs.
Special Securities Law Considerations for SPACs & SPAC Transactions. In this microtalk video, we discuss special securities law issues concerning SPACs.
COVID-related Non-GAAP Financial Measures. In this microtalk video, we discuss the use by SEC registrants of non-GAAP financial measures involving COVID-19 adjustments.
SOFR Floating Rate Notes. In this microtalk video, we provide an overview of Secured Overnight Financing Rate (SOFR) Floating Rate Notes. This brief video also discusses the development of SOFR as a benchmark.
New Mandatory Universal Proxy Rules. This microtalk video discusses the SEC’s universal proxy rules now in effect for shareholder meetings. These new rules provide for mandatory use of a universal proxy card for proxy solicitations for contested elections for directors.
Why an Exempt or Hybrid Offering 2018?. In this microtalk, we discuss the various reasons why an issuer, whether a public company or a privately held company, may prefer to undertake an exempt or hybrid offering as a means of raising capital.
Private Placements Overview. In this microtalk, we provide an overview of the regulatory framework applicable to exempt, or private, offerings, focusing principally on Section 4(a)(2) of the Securities Act.
Application of Regulation M to Exempt and Hybrid Offerings. In this microtalk, we provide an overview of the antimanipulation rules under Regulation M.
Securities Exchange 20 Percent Rule. In this microtalk, we discuss the shareholder approval requirements of the securities exchanges, which often are referred to collectively as the 20% rule.
Crowdfunding and Regional Offerings. In this microtalk, we discuss Regulation CF.
Regulation A. In this microtalk, we discuss the Regulation A offering framework.
Public Hybrid Transactions. In this microtalk, we discuss registered direct transactions.
PIPE Transactions. In this microtalk, we discuss the basic structure of a PIPE.
Venture Private Placements. In this microtalk, we discuss the typical terms of Venture Capital financings.
Staying Private. In this microtalk, we discuss the trend toward remaining private longer and deferring an IPO, and also cover the related legal considerations.
Rule 701. In this microtalk, we discuss the most-used exemption for stock-based compensation issuances to employees and consultants by privately held companies, Rule 701.
Regulation S. In this microtalk, we discuss the exclusion from the Section 5 registration requirements available under Regulation S for sales to non-US persons in offshore offerings.
Rule 144A. In this microtalk, we discuss the exemption available under Rule 144A of the Securities Act for resales of certain securities to qualified institutional buyers (QIBs).
Rule 144. In this microtalk, we discuss the Rule 144 safe harbor for resales of control and restricted securities.
Resale Exemptions. In this microtalk, we discuss the most commonly relied upon resale exemptions.
Rule 506. In this microtalk, we discuss the Rule 506 safe harbor under Regulation D.