Law Blog Category: Uncategorized

NYSE Continues To Struggle With Direct Listing Rule Changes

September 18, 2020 in Uncategorized

Late last year, around the same time that the SEC approved Nasdaq rule changes related to direct listings on the Nasdaq Global Market and Nasdaq Capital Market (see HERE), the SEC rejected proposed amendments by the NYSE big board which would allow a company to issue new shares and directly raise capital in conjunction with a direct listing process.  Nasdaq had previously updated Read the full article…

SEC Adopts Amendments To Accredited Investor Definition

September 11, 2020 in Uncategorized

The much anticipated amendments to the accredited investor definition and definition of qualified institutional buyer under Rule 144A were adopted by the SEC on August 26, 2020.  The amendments come almost five years after the SEC published a report on the definition of “accredited investors” ( see HERE)  and nine months after it published the proposed amendments (see HERE).  The rule Read the full article…

Nasdaq Rule Amendments 2020

September 04, 2020 in Uncategorized

In addition to the temporary rule changes and relief that Nasdaq has provided this year for companies affected by Covid-19 (see HERE and HERE), the exchange has enacted various rule amendments with varying degrees of impact and materiality. In particular, over the last year Nasdaq has amended its delisting process for low-priced securities, updated its Read the full article…

A COVID IPO

August 28, 2020 in Uncategorized

On June 25, 2020, SEC Chair Jay Clayton gave testimony before the Investor Protection, Entrepreneurship and Capital Markets Subcommittee of the U.S. House Committee on Financial Services on the topic of capital markets and emergency lending in the Covid-19 era.  The next day, on June 26, Chair Clayton, William Hinman, Director of the Division of Corporation Finance, Dalia Blass, Read the full article…

SEC Spring 2020 Regulatory Agenda

August 21, 2020 in Uncategorized

In July 2020, the SEC published its latest version of its semiannual regulatory agenda and plans for rulemaking with the U.S. Office of Information and Regulatory Affairs. The Office of Information and Regulatory Affairs, which is an executive office of the President, publishes a Unified Agenda of Regulatory and Deregulatory Actions (“Agenda”) with actions that 60 departments, administrative agencies Read the full article…

SEC Final Amendments On Disclosures For Registered Debt Offerings

August 14, 2020 in Uncategorized

Writing a blog once a week during a time when almost daily events are publish-worthy means that some topics will be delayed, at least temporarily.  Back in March, the SEC adopted final amendments to simplify disclosure requirements applicable to registered debt offerings for guarantors and issuers of guaranteed securities, as well as for affiliates whose Read the full article…

Nasdaq Proposed Rule Changes To Its Discretionary Listing And Continued Listing Standards

August 07, 2020 in Uncategorized

On April 21, 2020, the SEC Chairman Jay Clayton and a group of senior SEC and PCAOB officials issued a joint statement warning about the risks of investing in emerging markets, especially China, including companies from those markets that are accessing the U.S. capital markets (see HERE).  Previously, in December 2018, Chair Clayton, SEC Chief Accountant Wes Bricker and PCAOB Chairman William Read the full article…

SEC Statements On Capital Markets Amid Covid-19

July 31, 2020 in Uncategorized

On June 25, 2020, SEC Chair Jay Clayton gave testimony before the Investor Protection, Entrepreneurship and Capital Markets Subcommittee of the U.S. House Committee on Financial Services on the topic of capital markets and emergency lending in the Covid-19 era.  The next day, on June 26, Chair Clayton, William Hinman, Director of the Division of Corporation Finance, Dalia Read the full article…

SEC Further Comments On Emerging Markets

July 23, 2020 in Uncategorized

On April 21, 2020, the SEC Chairman Jay Clayton and a group of senior SEC and PCAOB officials issued a joint statement warning about the risks of investing in emerging markets, especially China, including companies from those markets that are accessing the U.S. capital markets.  On July 9, 2020, the SEC held an Emerging Markets Roundtable where Chair Clayton reiterated his Read the full article…

SEC Adopts Amendments To Accelerated And Large Accelerated Filer Definitions

July 23, 2020 in Uncategorized

In March, 2020 the SEC adopted amendments to the definitions of an “accelerated filer” and “large accelerated filer.”  The amendments were adopted largely as proposed in May 2019 (see HERE). A company that is classified as an accelerated or large accelerated filer is subject to, among other things, the requirement that its outside auditor attest to, Read the full article…

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