Law Blog Category: Uncategorized

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…

A Drill Down On Rule 506 Of Regulation D

October 01, 2019 in Uncategorized

On June 18, 2019, the SEC issued a 211-page concept release and request for public comment on ways to simplify, harmonize, and improve the exempt (private) offering framework.  The concept release seeks input on whether changes should be made to improve the consistency, accessibility, and effectiveness of the SEC’s exemptions for both companies and investors, Read the full article…

Environmental, Social And Governance– The World Of ESG

September 24, 2019 in Uncategorized

Over the past few years, the term “Environmental, Social and Governance” or “ESG” has been both first used and brought into daily use by capital market participants.  Multiple publications have been written on the subject, Nasdaq has published an ESG Reporting Guide, the House Financial Services Committee has debated multiple bills that would require various Read the full article…

SEC Issues Guidance On Proxy Advisory Firms

September 17, 2019 in Uncategorized

On August 29, 2019, the SEC issued anticipated guidance related to the application of the proxy rules to proxy advisory firms.  Market participants have been very vocal over the years regarding the need for SEC intervention and guidance to rein in the astonishing power proxy advisor firms have over shareholder votes, and therefore public companies Read the full article…

SEC Proposes Amendments to Accelerated and Large Accelerated Filer Definitions

May 21, 2019 in Uncategorized

As promised by SEC Chair Jay Clayton almost a year ago when the SEC amended the definition of a “smaller reporting company” as contained in Securities Act Rule 405, Exchange Act Rule 12b-2 and Item 10(f) of Regulation S-K (see HERE ), on May 9, 2019, the SEC proposed amendments to the definitions of an “accelerated filer” Read the full article…

The 20% Rule – Private Placements

May 15, 2019 in Uncategorized

Nasdaq and the NYSE American both have rules requiring listed companies to receive shareholder approval prior to issuing twenty percent (20%) or more of the outstanding securities in a transaction other than a public offering at a price less than the Minimum Price, as defined in the rule. Nasdaq Rule 5635 sets forth the circumstances under which shareholder approval Read the full article…

NASDAQ And NYSE American Shareholder Approval Requirement – Equity Based Compensation

May 07, 2019 in Uncategorized

Nasdaq and the NYSE American both have rules requiring listed companies to receive shareholder approval prior to issuing securities when a stock option or purchase plan is to be established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which stock may be acquired by officers, directors, employees, or consultants. Nasdaq Rule 5635 sets forth Read the full article…

Mergers And Acquisitions; Board Of Directors Responsibilities – Delaware

April 30, 2019 in Uncategorized

Recently the Delaware Chancery Court rejected an interested executive’s defense of a breach of fiduciary duty claim, reminding us of the importance of making full and accurate disclosures when seeking shareholder approval for a merger or acquisition transaction. In particular, in the case of In re Xura, Inc. Stockholder Litigation the Delaware Chancery Court denied Read the full article…

The Treasury Department Report To The President On FinTech And Innovation

January 22, 2019 in Uncategorized

This summer, the U.S. Department of the Treasury issued a report to President Trump entitled “A Financial System That Creates Economic Opportunities; Nonbank Financials, Fintech and Innovation” (the “Treasury Report”). The Treasury Report was issued in response to an executive order dated February 3, 2017 which has resulted in a series of such reports. The Read the full article…

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