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Last week was a very busy regulatory week for the SEC, including issuing six new compliance and disclosure interpretations (C&DI) for merger and acquisition transactions, most of which directly impact SPAC business organization transactions; proposed rules on SPACs’ shell companies and the use of financial projections; proposed rules to modify the definition of “dealer” for purposes Read the full article... http://lawcast.com/2022/04/08/sec-issues-new-mergers-and-acquisitions-related-cdi/ The post SEC Issues New Mergers And Acquisitions Related C&DI http://lawcast.com/2022/04/08/sec-issues-new-mergers-and-acquisitions-related-cdi/ first appeared on LawCast.com http://lawcast.com/.
The SEC is well known for, and often criticized for, its practice of regulation by enforcement. In recent years the SEC has been more willing to regulate by enforcement, propounding novel and new interpretations to longstanding rules and regulations. Market participants have taken notice, and offense. Advocacy groups have been very vocal against the practice including the Read the full article... http://lawcast.com/2022/04/01/regulation-by-enforcement/ The post Regulation By Enforcement http://lawcast.com/2022/04/01/regulation-by-enforcement/ first appeared on LawCast.com http://lawcast.com/.
On January 27, 2022, the SEC approved the country’s 17th stock exchange, the first one of which will utilize blockchain technology. The new BSTX is a subsidiary of the Boston BOX Exchange and is a joint venture with tZero, which is providing the blockchain technology. The BSTX is expected to begin operations sometime after June 2022 and will initially only Read the full article... http://lawcast.com/2022/03/25/the-bstx/ The post The BSTX http://lawcast.com/2022/03/25/the-bstx/ first appeared on LawCast.com http://lawcast.com/.
This one has been on my list for a while and I’m finally ready to dive in – non-fungible tokens (NFTs). In July 2017, the world of digital assets and cryptocurrency literally became an overnight business sector for corporate and securities lawyers, shifting from the pure technology sector, when the SEC issued its Section 21(a) Report on the DAO investigation Read the full article... http://lawcast.com/2022/03/25/non-fungible-tokens/ The post Non-Fungible Tokens http://lawcast.com/2022/03/25/non-fungible-tokens/ first appeared on LawCast.com http://lawcast.com/.
In addition to being a tragedy, the Russian attack on the Ukraine has disrupted businesses around the world, caused a spike in oil prices and raised disclosure issues for public companies as we are firmly in 10-K and proxy season.. In addition to the obvious disruption of business in both the Ukraine and Russia, the U.S. and many Read the full article... http://lawcast.com/2022/03/09/disclosure-considerations-related-to-the-conflict-in-the-ukraine/ The post Disclosure Considerations Related To The Conflict In The Ukraine http://lawcast.com/2022/03/09/disclosure-considerations-related-to-the-conflict-in-the-ukraine/ first appeared on LawCast.com http://lawcast.com/.
In November 2021, the SEC proposed new Exchange Act Rule 10c-1, which would require lenders of securities to provide the material terms of securities lending transactions to a registered national securities association (RNSA), such as FINRA. FINRA would then make the information publicly available. The proposed rules are part of an initiative by the SEC and FINRA to Read the full article... http://lawcast.com/2022/03/02/sec-proposes-rules-related-to-securities-lending-market/ The post SEC Proposes Rules Related To Securities Lending Market http://lawcast.com/2022/03/02/sec-proposes-rules-related-to-securities-lending-market/ first appeared on LawCast.com http://lawcast.com/.
On January 27, 2022, the SEC re-opened the comment period on proposed rules under the Dodd-Frank Act requiring disclosure of information reflecting the relationship between executive compensation actually paid by a company and the company’s financial performance (“Pay vs. Performance”). The rules were previously proposed in April 2015, and have languished since then (see HERE). In addition to Read the full article... http://lawcast.com/2022/02/23/sec-reopens-comment-period-for-pay-versus-performance/ The post SEC ReOpens Comment Period For Pay Versus Performance http://lawcast.com/2022/02/23/sec-reopens-comment-period-for-pay-versus-performance/ first appeared on LawCast.com http://lawcast.com/.
In mid-December, the SEC published its semiannual regulatory agenda and plans for rulemaking. The Unified Agenda of Regulatory and Deregulatory Actions contains the Regulatory Plans of 28 federal agencies and 68 federal agency regulatory agendas. The Fall 2021 Agenda (“Agenda”) met with criticism from Commissioner Hester M. Peirce and now former Commissioner Elad L. Roisman as failing Read the full article... http://lawcast.com/2022/02/15/sec-fall-2021-regulatory-agenda/ The post SEC Fall 2021 Regulatory Agenda http://lawcast.com/2022/02/15/sec-fall-2021-regulatory-agenda/ first appeared on LawCast.com http://lawcast.com/.
SEC Fall 2021 Regulatory Agenda- In mid-December, the SEC published its semiannual regulatory agenda and plans for rulemaking. The Unified Agenda of Regulatory and Deregulatory Actions contains the Regulatory Plans of 28 federal agencies and 68 federal agency regulatory agendas. The Fall 2021 Agenda (“Agenda”) met with criticism from Commissioner Hester M. Peirce and now […] The post SEC Fall 2021 Regulatory Agenda http://lawcast.com/2022/02/15/sec-fall-2021-regulatory-agenda-2/ first appeared on LawCast.com http://lawcast.com/. The post SEC Fall 2021 Regulatory Agenda http://lawcast.com/2022/02/15/sec-fall-2021-regulatory-agenda-2/ appeared first on LawCast.com http://lawcast.com.
On January 3, 2022, the Delaware Court of Chancery denied a motion to dismiss a shareholder lawsuit against a SPAC’s sponsor, its directors, and financial advisor claiming among items, breach of fiduciary duty. The facts supporting the claim mirror common factual scenarios in SPAC and de-SPAC (acquisition transaction) transactions where the post SPAC public company has a decline in Read the full article... http://lawcast.com/2022/02/10/spac-shareholder-litigation-first-fire/ The post SPAC Shareholder Litigation – First Fire http://lawcast.com/2022/02/10/spac-shareholder-litigation-first-fire/ first appeared on LawCast.com http://lawcast.com/.
SPAC Shareholder Litigation – First Fire- On January 3, 2022, the Delaware Court of Chancery denied a motion to dismiss a shareholder lawsuit against a SPAC’s sponsor, its directors, and financial advisor claiming among items, breach of fiduciary duty. The facts supporting the claim mirror common factual scenarios in SPAC and de-SPAC (acquisition transaction) transactions […] The post SPAC Shareholder Litigation - First Fire http://lawcast.com/2022/02/08/spac-shareholder-litigation-first-fire-2/ first appeared on LawCast.com http://lawcast.com/. The post SPAC Shareholder Litigation – First Fire http://lawcast.com/2022/02/08/spac-shareholder-litigation-first-fire-2/ appeared first on LawCast.com http://lawcast.com.
As the Covid-19 pandemic continues to disrupt normal business operations and impede a third proxy/annual meeting season, the SEC has issued guidance regarding compliance with the federal proxy rules for upcoming annual meetings considering health, transportation, and other logistical issues raised by the spread of Covid. Layering onto the guidance directed at extra-ordinary circumstances is the growing underlying belief Read the full article... http://lawcast.com/2022/02/03/virtual-annual-meetings/ The post Virtual Annual Meetings http://lawcast.com/2022/02/03/virtual-annual-meetings/ first appeared on LawCast.com http://lawcast.com/.
On December 15, 2021, the SEC proposed amendments to Securities Exchange Act Rule 10b-18, which provides issuers and affiliates with a non-exclusive safe harbor from liability for market manipulation under Sections 9(a)(2) and 10(b) and Rule 10b-5 under the Securities Exchange Act of 1934, as amended (“Exchange Act”) when issuers bid for or repurchase their common Read the full article... http://lawcast.com/2022/01/24/sec-proposes-new-share-repurchase-disclosure-rules/ The post SEC Proposes New Share Repurchase Disclosure Rules http://lawcast.com/2022/01/24/sec-proposes-new-share-repurchase-disclosure-rules/ first appeared on LawCast.com http://lawcast.com/.
As expected from the Spring 2021 Regulatory Agenda, on December 15, 2021, the SEC proposed amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (“Exchange Act”) to enhance disclosure requirements and investor protections against insider trading. Although there is a statutory framework, the laws surrounding insider trading are largely based on judicial precedence and are Read the full article... http://lawcast.com/2022/01/17/sec-proposes-amendments-to-rule-10b5-1-insider-trading-plans/ The post SEC Proposes Amendments To Rule 10b5-1 Insider Trading Plans http://lawcast.com/2022/01/17/sec-proposes-amendments-to-rule-10b5-1-insider-trading-plans/ first appeared on LawCast.com http://lawcast.com/.
On November 29, 2021, the SEC issued accounting guidance on the recognition and disclosure of “spring-loaded awards” made to executives. A spring-loaded award is a share-based compensation arrangement where a company grants stock options or other awards shortly before it announces market-moving information such as an earnings release with better-than-expected results or the disclosure of a significant Read the full article... http://lawcast.com/2022/01/17/sec-issues-guidance-on-spring-loaded-compensation-awards/ The post SEC Issues Guidance On Spring-Loaded Compensation Awards http://lawcast.com/2022/01/17/sec-issues-guidance-on-spring-loaded-compensation-awards/ first appeared on LawCast.com http://lawcast.com/.
The rules related to direct listings continue to evolve as this method of going public continues to gain in popularity. The last time I wrote about direct listings was in September 2020, shortly after the SEC approved, then stayed its approval, of the NYSE’s direct listing rules that allow companies to sell newly issued primary shares on Read the full article... http://lawcast.com/2022/01/02/update-on-nasdaq-and-nyse-direct-listings/ The post Update On Nasdaq And NYSE Direct Listings http://lawcast.com/2022/01/02/update-on-nasdaq-and-nyse-direct-listings/ first appeared on LawCast.com http://lawcast.com/.
On November 17, 2021, the SEC adopted final rules requiring parties in a contested election to use universal proxy cards that include all director nominees presented for election at a shareholder meeting. The original rules were proposed on October 16, 2016 (see HERE) with no activity until April, 2021, when the SEC re-opened a comment period (see HERE). The rule adoption comes with Read the full article... http://lawcast.com/2021/12/27/sec-adopts-the-use-of-universal-proxy-cards/ The post SEC Adopts The Use Of Universal Proxy Cards http://lawcast.com/2021/12/27/sec-adopts-the-use-of-universal-proxy-cards/ first appeared on LawCast.com http://lawcast.com/.
Effective September 17, 2021, Nasdaq updated its Listing of Additional Shares (LAS) Form and the process for the review of such forms. Background Nasdaq Rule 5250 sets forth certain obligations for companies listed on Nasdaq including related to requirements to provide certain information and notifications to Nasdaq, make public disclosures, file periodic reports with the SEC, and distribution of annual and interim Read the full article... http://lawcast.com/2021/12/20/nasdaq-updated-las-form/ The post Nasdaq Updated LAS Form http://lawcast.com/2021/12/20/nasdaq-updated-las-form/ first appeared on LawCast.com http://lawcast.com/.
During the busiest capital markets boom most practitioners, including myself, have ever experienced, on October 13, 2021, in a whopping 432-page release, the SEC amended and modernized the filing fee payment methods and disclosure requirements. The amendments revise most fee-bearing forms, including Securities Act registration statements, schedules, and related rules to require companies and funds to include Read the full article... http://lawcast.com/2021/12/10/sec-updates-filing-fees-and-payment-methods/ The post SEC Updates Filing Fees And Payment Methods http://lawcast.com/2021/12/10/sec-updates-filing-fees-and-payment-methods/ first appeared on LawCast.com http://lawcast.com/.
On November 5, 2021, as part of the implementation of the Holding Foreign Companies Accountable Act (“HFCA”), the SEC approved PCAOB Rule 6100. Rule 6100 establishes a framework for the PCAOB’s determination that it is unable to inspect or investigate completely registered public accounting firms located in foreign jurisdictions because of a position taken by an Read the full article... http://lawcast.com/2021/12/01/sec-affirms-pcaob-rules-implementing-the-holding-foreign-companies-accountable-act/ The post SEC Affirms PCAOB Rules Implementing The Holding Foreign Companies Accountable Act http://lawcast.com/2021/12/01/sec-affirms-pcaob-rules-implementing-the-holding-foreign-companies-accountable-act/ first appeared on LawCast.com http://lawcast.com/.
As expected, on October 14, 2021, the SEC re-opened the comment period on proposed rules on listing standards for the recovery of erroneously awarded executive compensation (“Clawback Rules”). The Clawback Rules would implement Section 954 of the Dodd-Frank Act and require that national securities exchanges require disclosure of policies regarding and mandating clawback of compensation under certain circumstances as a listing Read the full article... http://lawcast.com/2021/12/01/sec-re-visits-executive-compensation-clawback-rules/ The post SEC Re-Visits Executive Compensation Clawback Rules http://lawcast.com/2021/12/01/sec-re-visits-executive-compensation-clawback-rules/ first appeared on LawCast.com http://lawcast.com/.
On October 18, 2021, the SEC released a report on the meme stock craze that caused the securities of companies like GameStop Corp. to soar to unprecedented high trading prices and volume. Commissioners Hester Peirce and Elad Roisman criticized the report as being used as an excuse to add or consider adding additional regulations in the areas Read the full article... http://lawcast.com/2021/11/17/sec-report-on-meme-stocks/ The post SEC Report On Meme Stocks http://lawcast.com/2021/11/17/sec-report-on-meme-stocks/ first appeared on LawCast.com http://lawcast.com/.
One of the bankers that I work with often once asked me if I had written a blog with a side-by-side comparison of listing on Nasdaq vs. the OTC Markets and I realized I had not, so it went on the list and with the implementation of the new 15c2-11 rules, now seems a very good time to tackle the Read the full article... http://lawcast.com/2021/11/17/public-market-listing-standards/ The post Public Market Listing Standards http://lawcast.com/2021/11/17/public-market-listing-standards/ first appeared on LawCast.com http://lawcast.com/.
After a few years of relative dormancy, the SEC is once again targeting the flourishing cryptocurrency market. On August 3, 2021, SEC Chair Gary Gensler gave a speech to the Aspen Security Forum in which he referred to the cryptocurrency marketplace as the Wild West. Days later, the SEC filed its first case involving securities using DeFi technology and then Read the full article... http://lawcast.com/2021/11/08/sec-cracking-down-on-the-crypto-wild-west-and-other-digital-asset-updates/ The post SEC Cracking Down on The Crypto Wild West and Other Digital Asset Updates http://lawcast.com/2021/11/08/sec-cracking-down-on-the-crypto-wild-west-and-other-digital-asset-updates/ first appeared on LawCast.com http://lawcast.com/.
The Office of the Advocate for Small Business Capital Formation (“Office”) has delivered a report to Congress following the 40th annual small business forum (“Report”). The Report includes recommendations of the Office and its annual forum participants. The forum itself featured panelists and discussions on (i) navigating ways to raise early rounds; (ii) diligence including how savvy early-stage Read the full article... http://lawcast.com/2021/10/31/2021-annual-report-of-office-of-advocate-for-small-business-capital-formation/ The post 2021 Annual Report of Office of Advocate for Small Business Capital Formation http://lawcast.com/2021/10/31/2021-annual-report-of-office-of-advocate-for-small-business-capital-formation/ first appeared on LawCast.com http://lawcast.com/.
In September 2021, the OTCQB and OTCQX tiers of OTC Markets instituted amendments to their rules, to, among other things, align with the market changes resulting from amended Rule 15c2-11. The OTC Markets divide issuers into three (3) levels of quotation marketplaces: OTCQX, OTCQB and OTC Pink Open Market. The OTC Pink Open Market, which involves the highest-risk, highly speculative securities, is further divided into Read the full article... http://lawcast.com/2021/10/21/otcqx-and-otcqb-rule-changes/ The post OTCQX And OTCQB Rule Changes http://lawcast.com/2021/10/21/otcqx-and-otcqb-rule-changes/ first appeared on LawCast.com http://lawcast.com/.
Ahead of the imminent publication of updated climate disclosure rules, the SEC has published a sample comment letter providing companies with guidance as to the regulator’s current focus and expectations under the rules. The last official SEC guidance on climate-related guidance was published in 2010; however, the SEC, and individual top brass, have been vocal about the need for Read the full article... http://lawcast.com/2021/10/21/climate-disclosure-guidance/ The post Climate Disclosure Guidance http://lawcast.com/2021/10/21/climate-disclosure-guidance/ first appeared on LawCast.com http://lawcast.com/.
As the strongest U.S. IPO market in decades continues unabated, it seems a good time to talk about underwriter’s compensation. FINRA Rule 5110 (Corporate Financing Rule – Underwriting Terms and Arrangements) governs the compensation that may be received by an underwriter in connection with a public offering. Rule 5110 – The “Corporate Financing Rule” Rule 5110 regulates underwriting compensation and prohibits unfair Read the full article... http://lawcast.com/2021/10/06/a-review-of-finras-corporate-finance-rule/ The post A Review of FINRA’s Corporate Finance Rule http://lawcast.com/2021/10/06/a-review-of-finras-corporate-finance-rule/ first appeared on LawCast.com http://lawcast.com/.
On September 14, 2021, SEC Chairman Gary Gensler gave testimony to the U.S. Senate Committee on Banking, Housing and Urban Affairs highlighting the priorities of the SEC under his rule. After giving the obligatory opening statements on the size and impact of the U.S. capital markets, Gensler broke down the SEC agenda into four topics including market structure, predictive Read the full article... http://lawcast.com/2021/10/06/sec-chair-gary-gensler-testifies-to-congress-2/ The post SEC Chair Gary Gensler Testifies To Congress http://lawcast.com/2021/10/06/sec-chair-gary-gensler-testifies-to-congress-2/ first appeared on LawCast.com http://lawcast.com/.
I often get calls from clients or potential clients that have engaged in exempt offerings, have not filed a Form D and are wondering what the consequences might be. Taking it further, what are the consequences of not complying with the minor state blue sky requirements for any federally covered securities? Form D – In Read the full article... http://lawcast.com/2021/09/26/consequences-of-failing-to-file-a-form-d/ The post Consequences Of Failing To File A Form D http://lawcast.com/2021/09/26/consequences-of-failing-to-file-a-form-d/ first appeared on LawCast.com http://lawcast.com/.
