Capital Markets - Locke Lord LLP

SEC Adopts Rules for Proxy Voting Advisory Firms, Issues Supplemental Guidance for Investment Advisors

by Eugene McDermott, Michelle Earley, Rob Evans, Stanley Keller, Michael K. Renetzky and Tom Bohac | Jul 24, 2020 | Investment Advisors, Proxy Advisory, Proxy Statements

On July 22, 2020, the SEC adopted final rules on the application of its proxy solicitation rules to proxy voting advisors. (See our November 2019 blog post on the proposed rules here.) Among other things, the new rules will, for practical purposes, require these proxy advisory firms – most notably Institutional Shareholder Services (ISS) and Glass Lewis – to make their voting recommendations for any public company’s annual meeting of shareholders available to that company at or before the time the recommendations become available to the proxy advisory firm’s institutional investor clients, so long as the public company files its proxy statement at least 40 days before the meeting.

SEC Issues New COVID-19 Disclosure Guidance

by Rob Evans, Stanley Keller, Michelle Earley, Eugene McDermott and Case Towslee | Jun 25, 2020 | COVID-19, Disclosure Requirements, Financial Statements

On June 23, 2020, the SEC’s Division of Corporation Finance released CF Disclosure Guidance: Topic No. 9A supplementing its previous guidance regarding COVID-19 disclosures that we discussed in a previous post. The new guidance...

Syndicated Term Loans and U.S. Securities Laws

by Rob Evans, Stanley Keller, Barry Bendes, Jason Ulezalka and Case Towslee | Jun 8, 2020 | 1933 Act Offerings, 1934 Act Filings, Blue Sky Regulations, Debt Finance, Syndicated Loans

Recently, the U.S. District Court in the Southern District of New York held in Kirschner v. J.P. Morgan[1] that a syndicated term loan was not a “security” under several state securities (or Blue Sky) laws. While the ruling did...

Locke Lord QuickStudy: Buybacks: How Companies Can Benefit From Undervalued Stock

by Rob Evans, Stanley Keller, Eugene McDermott, Michelle Earley and Case Towslee | Jun 2, 2020

Corporate stock buybacks have been prevalent in recent years. However, due to COVID-19 and ‎market volatility, many companies, because they are focused on liquidity and balance sheet ‎strength, have suspended or terminated existing stock buyback programs. Despite falling out of ‎favor, analysts estimate that companies will spend hundreds of billions of dollars on buyback ‎programs in 2020.

SEC Reminds Private Equity Firms of Compliance Obligations

by Stanley Keller | May 28, 2020 | Enforcement Actions, Internal Controls, Investment Advisors, Rule 10b-5

In a settled enforcement action,[1] the Securities and Exchange Commission reminded private equity firms and registered investment advisors of their obligation to implement and enforce compliance procedures, in particular procedures to prevent the misuse of material non-public information.

Locke Lord QuickStudy: SEC Streamlines Financial Statement Requirements for Acquired and Disposed Businesses

by Eugene McDermott, Michelle Earley, Rob Evans and Stanley Keller | May 27, 2020

The SEC has revised its rules that require public companies to disclose financial statements of acquired businesses and to show the pro forma effect of acquired and disposed businesses.

NYSE Follows NASDAQ in Temporarily Exempting Some Private Offerings From Shareholder Approval

by Eugene McDermott, Michelle Earley, Rob Evans and Stanley Keller | May 18, 2020 | COVID-19, NYSE, Private Placements

On May 14, 2020, the NYSE adopted temporary rules that will permit its listed companies to issue more than 20% of their presently outstanding common stock in a private placement at a discount without the shareholder approval that such a transaction would normally require.

Nasdaq Temporarily Permits Certain COVID-Related Private Offerings Without Shareholder Approval

by Eugene McDermott, Michelle Earley, Rob Evans and Stanley Keller | May 7, 2020 | COVID-19, NASDAQ, Private Placements

On May 4, 2020, the Nasdaq Stock Exchange adopted a new temporary rule that permits listed companies to issue more than 20% of their presently outstanding common stock at a discount from current market prices without the shareholder approval that such a transaction would normally require.

SEC Provides Temporary Relief to Permit Expedited Crowdfunding Offerings in a Time of COVID-19

by Stanley Keller, Michelle Earley, Rob Evans and Eugene McDermott | May 5, 2020 | 1933 Act Offerings, COVID-19, Private Placements

Picking up on suggestions from its Small Business Capital Formation Advisory ‎Committee, the SEC has adopted a temporary rule to permit small businesses eligible to do a ‎Regulation Crowdfunding offering that have been operating for at least six months to have ‎access to capital through August more quickly by streamlining some of the crowdfunding ‎exemption requirements as follows‎

SEC and PCAOB Issue Warning on Risks of “Emerging Markets” Investments

by Stanley Keller, Michelle Earley, Rob Evans and Eugene McDermott | Apr 24, 2020

On April 21, 2020, in a Statement by SEC Chair Jay Clayton, PCAOB Chair William Duhnke and senior SEC officials here, the SEC and the PCAOB called attention to the special risks of “emerging markets” investing, particularly in foreign and U.S. companies with significant operations in China.

SEC Adopts Rules for Proxy Voting Advisory Firms, Issues Supplemental Guidance for Investment Advisors

SEC Issues New COVID-19 Disclosure Guidance

Syndicated Term Loans and U.S. Securities Laws

Locke Lord QuickStudy: Buybacks: How Companies Can Benefit From Undervalued Stock

SEC Reminds Private Equity Firms of Compliance Obligations

Locke Lord QuickStudy: SEC Streamlines Financial Statement Requirements for Acquired and Disposed Businesses

NYSE Follows NASDAQ in Temporarily Exempting Some Private Offerings From Shareholder Approval

Nasdaq Temporarily Permits Certain COVID-Related Private Offerings Without Shareholder Approval

SEC Provides Temporary Relief to Permit Expedited Crowdfunding Offerings in a Time of COVID-19

SEC and PCAOB Issue Warning on Risks of “Emerging Markets” Investments

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