Law Blog Category: Uncategorized

Covid-19 Disclosures – Not Just Speculation Anymore

October 21, 2020 in Uncategorized

Now that the market can review and dissect two quarters of Covid-related disclosures and reporting companies are gearing up for third-quarter reporting, Covid disclosures are no longer pure speculation.  Following the two official guidelines released by the SEC (Disclosure Guidance Topic No. 9A which supplemented the previously issued Topic No. 9), a new CD&I issued on Covid-19 Read the full article…

New CDI On Mining Company Disclosures

October 16, 2020 in Uncategorized

In the 4th quarter of 2018, the SEC finalized amendments to the disclosure requirements for mining companies under the Securities Act of 1933 (“Securities Act”) and the Securities Exchange Act of 1934 (“Exchange Act”).  See HERE.   In addition to providing better information to investors about a company’s mining properties, the amendments were intended to more closely align the SEC Read the full article…

SEC Proposed To Modernize Auditor Independence Rules

October 09, 2020 in Uncategorized

As is usual, there are times where I find there are fewer current events to write about in the world of capital markets and I go back to the basics of this regulatory regime I find so fascinating, and others where I have 30 current topics in my writing queue and then a global pandemic occurs adding Read the full article…

A Covid IPO: The Virtual Roadshow

October 02, 2020 in Uncategorized

Although many aspects of an IPO are unaffected by a pandemic, assuming the capital markets continue to have an appetite for public offerings, the grueling road show has gone virtual, and it may be here to stay.  An old-fashioned road show involved an intense travel schedule and expensive setup.  The new virtual road show can Read the full article…

The SEC Has Adopted Final Amendments To Rule 15C2-11; Major Change For OTC Markets Companies

September 24, 2020 in Uncategorized

Despite an unusual abundance of comments and push-back, on September 16, 2020, one year after issuing proposed rules (see HERE), the SEC has adopted final rules amending Securities Exchange Act (“Exchange Act”) Rule 15c2-11.   The primary purpose of the rule amendment is to enhance retail protection where there is little or no current and publicly available information about a Read the full article…

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…

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