Law Blog Author Archive

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…

Incorporation By Reference

October 29, 2019 in Uncategorized

During lulls in the very active rule changes and blog-worthy news coming from the SEC and related regulators, it is great to step back and write about basics that affect SEC attorneys and market participants on a daily basis. In the realm of securities laws, the concept of “incorporation by reference” is simple enough – Read the full article…

SEC Testifies At House Financial Services Committee Hearing

October 22, 2019 in Uncategorized

On September 24, 2019, all five SEC commissioners gave testimony to, and were questioned by, members of the U.S. House of Representatives Committee on Financial Services.  Commissioner Robert J. Jackson, Jr. also gave an opening statement at the Committee hearing. Commissioner Jackson’s Opening Statement Commissioner Jackson’s short opening statement was consistent with his prior public Read the full article…

SEC Adopts New Rule To Expand Testing The Waters For All Companies

October 15, 2019 in Uncategorized

The SEC has adopted final rules allowing all issuers to test the waters prior to the effectiveness of a registration statement in a public offering. The rule change is designed to encourage more companies to go public.  Although it will help in this regard, a much larger expansion of testing the waters, allowing unlimited testing the Read the full article…

SEC Proposes Amendments To 15c2-11

October 08, 2019 in Uncategorized

As anticipated, on September 26, 2019, the SEC published proposed amendments to Securities Exchange Act (“Exchange Act”) Rule 15c2-11.  The purpose of the rule amendment is to enhance retail protection where there is little or no current and publicly available information about a company and as such, it is difficult for an investor or other market participant to Read the full article…

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