Law Blog Author Archive

SEC Proposes Amendments To The Accredited Investor Definition

January 10, 2020 in Uncategorized

Four years after issuing its report on the definition of “accredited investors” in December 2015, the SEC has published a proposed rule amendment to the definition.  See HERE for my blog on the SEC’s report.  The amendments were anticipated following an in-depth discussion on the definition contained in the SEC’s Concept Release on Private Offerings Read the full article…

OTCQX Rule Changes

January 04, 2020 in Uncategorized

Effective December 12, 2019, the OTC Markets has implemented changes to the initial and continued quotation requirements for companies listed on the OTCQX. The amendments (i) allow certain qualifying companies to use their regular securities counsel for a letter of introduction in place of an OTCQX sponsor; (ii) establish procedures for a company effecting a Read the full article…

Division of Enforcement 2019 Annual Report

December 24, 2019 in Uncategorized

As my firm does not practice in the enforcement arena, it is not an area I always write about, but this year I found a few trends that are interesting. In particular, just by following published enforcement matters on the SEC’s website, I’ve noticed a large uptick in actions to suspend the trading in, or Read the full article…

Drill Down On NASDAQ Audit Committee Requirements

December 17, 2019 in Uncategorized

I’ve written several times about Nasdaq listing requirements including the general listing requirements and the significant listing standards changes enacted in August of this year.  This blog will drill down on audit committees which are part of the corporate governance requirements for listed companies.  Nasdaq Rule 5605 delineates the requirements for a Board of Directors Read the full article…

SEC Proposed Amendments To Rule Governing Proxy Advisory Firms

December 10, 2019 in Uncategorized

As anticipated on November 5, 2019, the SEC issued two highly controversial rule proposals.  The first is to amend Exchange Act rules to regulate proxy advisors.  The second is to amend Securities Exchange Act Rule 14a-8 to increase the ownership threshold requirements required for shareholders to submit and re-submit proposals to be included in a Read the full article…

Nasdaq Board Independence Standards

December 03, 2019 in Uncategorized

Nasdaq Rule 5605 delineates the listing qualifications and requirements for a board of directors and committees, including the independence standards for board members. Nasdaq requires that a majority of the board of directors of a listed company be “independent” and further that all members of the audit, nominating and compensation committees be independent. Under Rule Read the full article…

SEC Proposes To Tighten Shareholder Proposal Thresholds

November 26, 2019 in Uncategorized

As anticipated on November 5, 2019, the SEC issued two highly controversial rule proposals.  The first is to amend Exchange Act rules to regulate proxy advisors.  The second is to amend Securities Exchange Act Rule 14a-8(b) to increase the ownership threshold requirements required for shareholders to submit and re-submit proposals to be included in a company’s proxy statement.  The ownership thresholds were Read the full article…

SEC Investor Advisory Committee Meeting

November 19, 2019 in Uncategorized

On November 7, 2019, the SEC Investor Advisory Committee held a meeting on the topics of (i) whether investors use environmental, social and governance (ESG) data in making investment and capital allocation decisions; and (ii) the SEC’s recent concept release on harmonization of securities offering exemptions.  For more on ESG matters, see HERE and for my blog on the Read the full article…

SEC Solicits Input To Improve Markets For Thinly Traded Securities

November 12, 2019 in Uncategorized

On October 17, 2019, the SEC made a statement inviting stock exchanges and market participants to submit “innovative proposals designed to improve the secondary market structure for exchange listed equity securities that trade in lower volumes, commonly referred to as ‘thinly traded securities.’” On the same day the SEC issued a staff background paper on the subject.  The SEC is Read the full article…

The SEC, FinCEN And CFTC Issue A Joint Statement On Digital Assets

November 05, 2019 in Uncategorized

On October 11, 2019 the SEC, FinCEN and CFTC issued a joint statement on activities involving digital assets.  Various agencies have been consistently working together, with overlapping jurisdiction, on matters involving digital assets and distributed ledger technology.  Earlier, in August, the SEC and FINRA issued a joint statement on the custody of digital assets, including Read the full article…

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