Law Blog Category: Uncategorized

SEC Spring 2021 Regulatory Agenda

July 30, 2021 in Uncategorized

The first version of the SEC’s semiannual regulatory agenda and plans for rulemaking under the current administration has been published in the federal register.  The Spring 2021 Agenda (“Agenda”) is current through April 2021 and contains many notable pivots from the previous SEC regime’s focus.  The Unified Agenda of Regulatory and Deregulatory Actions contains the Regulatory Plans Read the full article…

NYSE Annual Compliance Guidance Memo And Amended Rules

July 22, 2021 in Uncategorized

In January, NYSE Regulation sent out its yearly Compliance Guidance Memo to NYSE American listed companies.  Although we are already halfway through the year, the annual letter has useful information that remains timely.  As discussed in the Compliance Memo, the NYSE sought SEC approval to permanently change its shareholder approval rules in accordance with the temporary rules enacting Read the full article…

Nasdaq Board Diversity Proposal

July 16, 2021 in Uncategorized

Nasdaq has long been a proponent of environmental, social and governance (ESG) disclosures and initiatives, having published a guide for listed companies on the subject over six years ago (see HERE).  In December 2020, Nasdaq took it a step further and proposed a rule which would require listed companies to have at least one woman on their Read the full article…

SEC Rules Requiring Disclosures for Resource Extraction Companies

July 09, 2021 in Uncategorized

As required by the Dodd-Frank Act, in December 2020, the SEC adopted final rules requiring require resource extraction companies to disclose payments made to foreign governments or the U.S. federal government for the commercial development of oil, natural gas, or minerals.  The last version of the proposed rules were published in  December 2019 (see HERE )The rules have Read the full article…

ESG – The Disclosure Debate Continues

July 02, 2021 in Uncategorized

The ESG debate continues, including within the SEC and amongst other regulators and industry participants.  Firmly in support of ESG disclosures, and especially climate change matters, is SEC Chair Gary Gensler and Commissioner Allison Herren Lee, while opposing additional regulation is Commissioners Eliad L. Roisman and Hester M. Peirce.  Regardless of whether new regulations are enacted (I firmly Read the full article…

A Resolution For SPAC Warrant Accounting

June 25, 2021 in Uncategorized

On April 12, 2021, the SEC effectively chilled SPAC activity by announcing that it had examined warrant accounting in several SPACs and found that the warrants were being erroneously classified as an asset.  The SEC identified two accounting issues, one related to the private placement warrants and the other related to both the private placement and public warrants.  These companies were Read the full article…

SEC Announces It Will Not Enforce Amended Rules Governing Proxy Advisors

June 18, 2021 in Uncategorized

On June 1, 2021, SEC Chair Gary Gensler and the SEC Division of Corporation Finance issued statements making it clear that the SEC would not be enforcing the 2020 amendments to certain rules governing proxy advisory firms or the SEC guidance on the new rules. In particular, in July 2020 the SEC adopted amendments to change the definition Read the full article…

OTC Markets; Rule 144; The SPCC

June 11, 2021 in Uncategorized

Small public companies are in trouble and they need help now!  Once in a while there is a perfect storm forming that can only result in widespread damage and that time is now for small public companies, especially those that trade on the OTC Markets.  The trains on track to collide include a combination of (i) Read the full article…

SEC Re-Opens Comments On The Use Of Universal Proxy Cards

June 04, 2021 in Uncategorized

On April 16, 2021, the SEC voted to reopen the comment period on the proposed rules for the use of Universal proxy cards in all non-exempt solicitations for contested director elections.  The original rules were proposed on October 16, 2016 (see HERE) with no activity since.  However, it is not surprising that the comment period re-opened, and it Read the full article…

SEC Chair Gary Gensler Testifies To Congress

May 28, 2021 in Uncategorized

On May 6, 2021, new SEC Chair Gary Gensler made his debut, giving testimony to the House Financial Services Committee.  Although Mr. Gensler is not new to regulatory leadership – he was head of the Commodity Futures Trading Commission (CFTC) – and as such, his style is certainly not new to capital markets participants, the testimony was nonetheless very Read the full article…

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