In addition to a host of significant general business concerns, such as those relating to liquidity and financing opportunities, revenues, supply chain and employee and community health and welfare, the novel coronavirus known as COVID-19 has raised a number of issues specific to public companies that file reports with the US Securities and Exchange Commission. These matters include the application of SEC disclosure requirements, logistics for upcoming shareholder meetings and administrative challenges in complying with SEC requirements. This Legal Update provides further detail and notes practical considerations.

Read our Legal Update here.

 

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.

 

 

Read Mayer Brown’s Legal Updates covering considerations and news related to the novel coronavirus (or “COVID-19”) outbreak. We will be updating this post as additional news is released.

The Staff of the Securities and Exchange Commission published guidance to assist companies and market participants with their upcoming shareholder meetings, see guidance here.

March 26, 2020
1:00 – 2:00 PM ET
Click here to register.

During this session, we will discuss the learnings from SEC comments relating to the implementation of the revenue recognition and lease accounting standards. We also will discuss trends relating to critical audit matters, or CAMs. Looking ahead, we will discuss the CECL standard and accounting issues to consider as a result of the phase-out of LIBOR. In addition, we will discuss SEC guidance relating to key performance indicators, or KPIs, and the continued focus on the use of non-GAAP financial measures, as well as the SEC’s proposed amendments to MD&A. Specific topics that will be covered in this webcast include:

  • Comment letter trends relating to the revenue recognition and lease accounting standards;
  • CAMs;
  • CECL implementation:
  • LIBOR phase-out and accounting and disclosure considerations;
  • KPI guidance;
  • Financial disclosures about guarantors and issuers of guaranteed securities; and
  • Proposed amendments to MD&A.

 

On March 6, 2020, the Alternative Reference Rates Committee (ARRC) released its “Proposed Legislative Solution to Minimize Legal Uncertainty and Adverse Economic Impact Associated with LIBOR Transition.” This Legal Update summarizes the proposed legislation and discusses why, though well-intentioned, it may not be sufficient to meet the ARRC’s objective.

Read our full legal update here.

March 25, 2020
1:00 – 2:00 PM ET
Register here.

The last few years have seen a dramatic rise in the number of securities class-action cases involving initial public offerings, and this has affected D&O coverage and the costs associated with D&O insurance.

During this webcast, Mike Ferraro and Yelena Dunaevsky from Woodruff Sawyer will address:

  • What are the risks to directors and officers?
  • Why should you consider purchasing D&O insurance?
  • Basics of D&O coverage for both private and public companies;
  • When should you begin D&O insurance discussions?
  • The IPO market – integrating the D&O process into your S-1 timeline and current premium trends for IPOs;
  • Recent securities litigation trends and the effect on the D&O insurance market; and
  • How settlement data can help drive the decision for appropriate limits.

CLE credit is pending.

 

The Securities and Exchange Commission adopted amendments to the accelerated filer and large accelerated filer definitions, which impact the Sarbanes-Oxley Act of 2002.

The amendments will:

  • Exclude from the accelerated and large accelerated filer definitions an issuer that is eligible to be a smaller reporting company (SRC) and had annual revenues of less than $100 million in the most recent fiscal year for which audited financial statements are available. Business development companies will be excluded in analogous circumstances.
  • Increase the transition thresholds for an accelerated and a large accelerated filer becoming a non-accelerated filer from $50 million to $60 million and for exiting large accelerated filer status from $500 million to $560 million;
  • Add a revenue test to the transition thresholds for exiting both accelerated and large accelerated filer status; and
  • Add a check box to the cover pages of annual reports on Forms 10-K, 20-F, and 40-F to indicate whether an internal control over financial reporting (ICFR) auditor attestation is included in the filing.

SRCs with less than $100 million in revenues will continue to be required to establish and maintain effective ICFR, they will continue to be required to include CEO and CFO certifications, but SRCs will no longer be required to obtain a separate attestation of their ICFR from an outside auditor.

The amendments will become effective 30 days after publication in the Federal Register.  The final amendments will apply to annual report filings due on or after the effective date.

The final rule may be accessed here.

A Legal Update will follow.

On March 9, 2020, the Financial Industry Regulatory Authority (FINRA) published Regulatory Notice 20-08 (Notice) with respect to business continuity planning in connection with the recent coronavirus (COVID-19) outbreak. The Notice offers guidance on preparing for potential pandemic-related risks and provides regulatory relief from certain requirements in light of COVID-19.

Read our full Legal Update here.

Please note the originally scheduled in person seminar has been cancelled and we will now webcast this program.

Thursday, March 12, 2020
8:30 – 9:45 AM ET
To register, click here.

Due to market structure and regulatory changes, the traditional capital-raising path for entrepreneurial companies has evolved. For companies in certain sectors, the firm commitment IPO may no longer be the goal. Successful direct listings have led many to consider this approach as an alternative. But is it an alternative appropriate for a broad array of companies, or best-suited to tech unicorns? The panel will discuss:

  • The basics of a direct listing,
  • Legal requirements, timing, and costs compared to an IPO,
  • The marketing process, market-making, and liquidity,
  • The stock exchange rules, and
  • Capital-raising in connection with a direct listing.

Speakers
Jeff Hoffmeister, Co-Head of Americas Technology Banking, Morgan Stanley
Genevieve Kinney, Vice President, Technology Equity Capital Markets, Morgan Stanley
Phyllis Korff, Partner, Mayer Brown
Ashley MacNeill, Head of Technology Equity Capital Markets Americas, Morgan Stanley
Anna Pinedo, Co-Head of Global Capital Markets, Mayer Brown
Carolyn Saacke, Chief Operating Officer, Capital Markets, NYSE