Law Blog Category: SEC

SEC Amendments To Rules Governing Proxy Advisory Firms

January 22, 2021 in SEC

In a year of numerous regulatory amendments and proposals, Covid, newsworthy capital markets events, and endless related topics, and with only one blog a week, this one is a little behind, but with proxy season looming, it is timely nonetheless.  In July 2020, the SEC adopted controversial final amendments to the rules governing proxy advisory firms.  The Read the full article…

Intellectual Property And Technology Risks – International Business Operations

December 23, 2020 in SEC

In December 2019, the SEC Division of Corporation Finance issued CF Disclosure Guidance: Topic No. 8 providing guidance related to the disclosure of intellectual property and technology risks associated with international business operations. The global and technologically interconnected nature of today’s business environment exposes companies to a wide array of evolving risks, which they must individually examine Read the full article…

SEC Adopts Amendments To Business Descriptions, Risk Factors And Legal Proceedings

November 06, 2020 in SEC

Just eight months following the rule proposal (see HERE), on August 26, 2020, the SEC adopted final amendments to Item 101 – description of business, Item 103 – legal proceedings, and Item 105 – Risk Factors of Regulation S-K.  The amendments make a more principles-based approach to business descriptions and risk factors, recognizing the significant changes in business models Read the full article…

SEC Adopts Amendments To Disclosures Related To Acquisitions And Dispositions Of Businesses

October 29, 2020 in SEC

One year after proposing amendments to the financial statements and other disclosure requirements related to the acquisitions and dispositions of businesses, in May 2020 the SEC adopted final amendments (see here for my blog on the proposed amendments HERE).  The amendments involved a long process; years earlier, in September 2015, the SEC issued a request for public comment related to Read the full article…

Equity Market Structure – Musings By The SEC; 15c2-11 And Penny Stocks

April 23, 2019 in SEC

In March, SEC Chairman Jay Clayton and Brett Redfearn, Director of the Division of Trading and Markets, gave a speech to the Gabelli School of Business at Fordham University regarding the U.S. equity market structure, including plans for future reform. Chair Clayton begins his remarks by praising the Treasury Department’s four core principles reports. In Read the full article…

SEC Establishes Analysis Matrix for Digital Assets

April 16, 2019 in SEC

On April 3, 2019, the SEC’s Division of Corporation Finance published a “Framework for Investment Contract Analysis of Digital Assets,” issued a No-Action Letter to Turnkey Jet, Inc. and made a statement on both. Although all guidance is appreciated, there is really nothing new or different about the analysis, which is firmly based on SEC Read the full article…

SEC Adopts Rules to Amend Regulation S-K

April 02, 2019 in SEC

On March 20, 2019 the SEC adopted amendments to Regulation S-K as required by the Fixing America’s Surface Transportation Act (“FAST Act”).  The proposed amendments were first published on October 11, 2017 (see HERE). A majority of the amendments were adopted as proposed. As part of the SEC’s ongoing Disclosure Effectiveness Initiative, the amendments are designed to modernize and simplify Read the full article…

The Under $300 Million Market Cap Class

March 19, 2019 in SEC

Depending on whom you ask, a public company with less than $300 million market cap could be considered a micro-cap company, a penny stock (unless their share price is over $5.00), a lower middle market company or even middle market.  Divestopedia defines “lower middle market” as “the lower end of the middle market segment of Read the full article…

SEC Rules For Disclosure Of Hedging Policies

March 12, 2019 in SEC

In December 2018, the SEC approved final rules to require companies to disclose practices or policies regarding the ability of employees or directors to engage in certain hedging transactions, in proxy and information statements for the election of directors. The new rules implement Section 14(j) of the Securities Exchange Act of 1934 (“Exchange Act”) as Read the full article…

SEC Proposes Expanding Testing The Waters For All Companies

As anticipated, on February 19, 2019 the SEC voted to propose an expansion of the ability to “test the waters” prior to the effectiveness of a registration statement in a public offering, to all companies. Currently only emerging growth companies (“EGCs”) (or companies engaging in a Regulation A offering) can test the waters in advance Read the full article…

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