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.

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 order supersedes the SEC order from March 4, 2020, which we had blogged about.  A company must convey in a current report a summary of why the relief is needed in its particular case.  See the press release regarding the extension here.

April 7, 2020
1:00 – 2:00 PM ET
Register here

The COVID-19 pandemic has raised a number of issues specific to public companies that file reports with the Securities and Exchange Commission. Among the issues impacted by COVID-19 that we will discuss in this webcast will be:

  • Risk factors and forward-looking information disclosures;
  • Other SEC disclosure topics;
  • Earnings releases, earnings calls and guidance;
  • Considerations for correcting or updating disclosures;
  • Regulation FD issues;
  • Insider trading and share repurchase issues;
  • Shareholder meeting logistics;
  • SEC filing deadline relief; and
  • SEC comment period extensions.

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.

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 greater value than under normal circumstances. This may particularly be the case if earnings reports or required SEC disclosure filings are delayed due to COVID-19. Given these unique circumstances, a greater number of people may have access to material nonpublic information than in less challenging times. Those with such access – including, for example, directors, officers, employees, and consultants and other outside professionals – should be mindful of their obligations to keep this information confidential and to comply with the prohibitions on illegal securities trading. Trading in a company’s securities on the basis of inside information may violate the antifraud provisions of the federal securities laws.”

The remarks also reminded public companies of their obligations in relation to maintaining effective disclosure controls and procedures, insider trading prohibitions, and compliance with Regulation FD.  See the full text here.

March 26, 2020
4:30 – 5:15 PM ET
Register here

Many companies may be considering capital-raising transactions, including a private placement or PIPE transaction.  Your transaction will be affected by the requirements of the securities exchanges to seek shareholder approval in certain circumstances.

During this webcast, we will address:

  • Change of control issues;
  • Stock sales to related parties;
  • Private placements and PIPEs;
  • Warrants;
  • The financial viability exception; and
  • Related issues.

CLE Credit Pending.

March 30, 2020
1:00 – 2:00 PM ET
Register here

Issuers in a range of industry sectors may now be evaluating potential liability management transactions, including debt repurchases and tenders or exchange offers. In some cases, no-action letter relief may provide issuers and their advisers with greater flexibility for tender offers for non-convertible debt securities, including non-investment grade debt securities.

During this webcast, we will address:

  • Disclosure issues and handling material non-public information;
  • Structuring repurchases to avoid the application of the tender offer rules;
  • Repurchasing debt trading at a discount;
  • Handling busted convertible notes;
  • The tender offer rules;
  • No-action letter relief for non-convertible debt securities;
  • Consent solicitations; and
  • Tax considerations.

CLE credit is pending.

FINRA released Regulatory Notice 20-10, which discusses the changes to modernize the Corporate Financing Rule.  The implementation date is bifurcated with implementation for Rule 5110(a)(3)(A), (a)(4)(A)(ii) and (a)(4)(A)(iii) effective as of March 20, 2020 and implementation of the rest of the rule on September 16, 2020.

See the Regulatory Notice here.

The new rule text is available here.

A Legal Update will follow.

We are sharing information and insights through the following additional resources:

Our COVID-19 web portal is a one-stop resource center that aggregates the latest Mayer Brown legal updates and insights on COVID-19.

Our COVID-19 Response Blog provides timely updates, legal analysis and commentary on the latest developments surrounding the COVID-19 outbreak. The blog addresses a wide variety of topics, including those related to employment, supply chains, crisis management/risk management, corporate governance, capital markets, M&A transactions, loan financing, insurance, restructuring, dispute resolution and regulatory issues in the financial sector and other sectors.

Our Global Travel Navigator tool maps the more than 110 countries that have enacted quarantines, health checks, or other travel or visa restrictions. With updates daily, the tool indicates which travelers are affected by these fast-changing restrictions.

April 20-21
For additional details, or to register, please visit the event website.

Please note, PLI’s Private Placements and Hybrid Securities Offerings conference will be held via webcast this year.

This two day PLI seminar will feature panel discussions covering the basics of private placements, resales of restricted securities, Section 4(a)(1-1/2) transactions and block trades. Partner Anna Pinedo will serve as chairperson of the program and partner Marlon Paz will speak on a panel entitled, “Practical Considerations for Broker-Dealers Acting as Placement Agents in Exempt Offerings.” Other topics that will be addressed include:

  • The changes to private and exempt offerings brought about by the JOBS Act and the SEC’s Concept Release on Harmonization of Securities Offering Exemptions, including “accredited investor” crowdfunding offerings;
  • The changes to Rule 701 and the SEC Concept Release on Rule 701 and Form S-8;
  • The documentation, principal negotiating issues, and market developments relating to late-stage or pre-IPO private placements, PIPE transactions, 4(a)(2) and
  • 144A offerings and confidentially marketed public offerings.