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...
Recently, the U.S. District Court in the Southern District of New York held in Kirschner v. J.P. Morgan that a syndicated term loan was not a “security” under several state securities (or Blue Sky) laws. While the ruling did...
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.
In a settled enforcement action, 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.
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.
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.
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
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.
The NYSE extended the cure periods available to listed companies who have fallen out of compliance with ongoing listing requirements based on their share prices. Beginning April 21, 2020, the extension will give more time to a number of companies whose stock price and market capitalization have suffered since the beginning of the COVID-19 crisis.