Capital Markets - Locke Lord LLP

SEC Reminds Companies That Earnings Management Can Have MD&A Consequences

by Stanley Keller, Michelle Earley, Rob Evans and Eugene McDermott | May 5, 2021 | 1934 Act Filings, Disclosure Requirements, Enforcement Actions, MD&A

In a settled enforcement action against Under Armour Inc. announced on May 3, 2020 the SEC reminded companies that managing earnings, even if accounted for correctly, can have MD&A implications triggering disclosure obligations. According to the SEC order, Under Armour, in order to meet analyst projections and sustain its 20% quarter over quarter revenue growth record, pressured customers to move purchases forward into the current quarter, and did this for a number of consecutive quarters.

SEC Provides Reminder that Form 12b-25 is a Disclosure Document

by Stanley Keller, Michelle Earley, Rob Evans and Eugene McDermott | Apr 30, 2021 | 1934 Act Filings, Disclosure Requirements, Enforcement Actions

The SEC’s Division of Enforcement announced on April 29, 2021 settled enforcement ‎actions against eight companies for failure to adequately disclose the reasons for their inability to ‎timely file their Form 10-Ks or Form 10-Qs when filing a Form 12b-25 (commonly known as ‎‎“Form NT”) to extend the time to file those reports.‎

Join Us for a Complimentary Webinar: Gearing up for Privacy & Cybersecurity in 2021

Apr 6, 2021

Organizations continue to face new issues, regulations and threats relating to privacy and cybersecurity. Over the next few months, Locke Lord lawyers will tackle some of your most pressing concerns in a series of complimentary webinars discussing practical, real-world challenges facing organizations, including compliance, business operations, data incidents, and investigations, litigation and enforcement. Sign up below for each program that interests you or sign up for the entire series.

Continued SEC Focus on SPACs

by Rob Evans, Gislar Donnenberg, Michelle Earley, Stanley Keller and Eugene McDermott | Apr 1, 2021 | IPO, M&A, SPACs

As we discussed in our posting at the end of 2020, “SEC Focus on SPACs“, special purpose acquisition companies (SPACs) have become an important investment vehicle and source of M&A activity and the focus of heightened attention from the SEC staff. SPAC transactions include initial public offerings and business combinations.

Locke Lord QuickStudy: Delaware Court of Chancery Reminds That Rights Plans Have Limits

by Stanley Keller, Michelle Earley, Rob Evans and Eugene McDermott | Mar 11, 2021

The Delaware Court of Chancery, in The Williams Companies Stockholder Litigation, 2021 WL 754593 (Del. Ch. Feb. 26, 2021), struck down a shareholder rights plan (commonly known as a “poison pill”) adopted by The Williams Companies, Inc. at the outset of the pandemic that depressed the energy industry in order to forestall possible activist attacks.

SEC Focus on SPACs

by Rob Evans, Gislar Donnenberg, Michelle Earley, Stanley Keller and Eugene McDermott | Dec 29, 2020 | IPO, M&A, SPACs

Special purpose acquisition companies (SPACs) have become an important investment vehicle and source of M&A activity. SPAC transactions include initial public offerings and business combinations.

Delaware Decision Has Lessons for Lenders and Others

by Stanley Keller, Michelle Earley, Rob Evans and Eugene McDermott | Dec 21, 2020 | Corporate Governance

On December 8, 2020, the Delaware Court of Chancery in Stream TV Networks, Inc. v. SeeCubic, Inc.^[1] upheld a unique structure established by secured lenders to protect their interests and in doing so the Court addressed a number of corporate law issues.

SEC Revision of MD&A – Focus on Future Uncertainties Disclosure

by Stanley Keller, Michelle Earley, Rob Evans and Eugene McDermott | Dec 10, 2020 | 1934 Act Filings, Disclosure Requirements, MD&A

The Securities and Exchange Commission has continued its effort to update and ‎streamline the disclosure requirements for filings with the SEC. In November, the SEC adopted ‎amendments to the rules for Management’s Discussion and Analysis and related financial ‎disclosures. ‎ ‎ MD&A, because of its principles-based nature, is among the most challenging of ‎the disclosure requirements.‎

SEC Proposes Changes to Equity Compensation Rules for Public and Private Companies

by Eugene McDermott, Michelle Earley, Rob Evans and Stanley Keller | Dec 3, 2020 | 1933 Act Offerings, Executive Compensation, Private Placements

The Securities and Exchange Commission, on November 24, 2020, proposed changes to the rules and forms that are used for compensatory securities offerings by both private and public companies. If adopted, the changes should give added flexibility to companies using equity as part of their compensation programs for employees, directors and consultants. At the same time, but in a separate release, the SEC proposed to extend eligibility under these rules and forms to participants in the so-called “gig economy” for five years.

SEC Adopts Significant Changes in Regulation of Exempt Offerings (UPDATED)

by Stanley Keller, Michelle Earley, Rob Evans and Eugene McDermott | Nov 3, 2020 | 1933 Act Offerings, Integration, Private Placements

The Securities and Exchange Commission on November 2, 2020, by a 3 to 2 vote, adopted significant changes to the rules governing capital raising through private offerings and other offerings exempt from registration under the Securities Act of 1933. (See the adopting release here.) These changes are designed “to harmonize, simplify, and improve … the exempt offering framework” and “to promote capital formation and expand investment opportunities while preserving and improving important investor protections,” and include reducing the friction between different offerings under integration principles. The new rules are effective 60 days after publication in the Federal Register.

SEC Reminds Companies That Earnings Management Can Have MD&A Consequences

SEC Provides Reminder that Form 12b-25 is a Disclosure Document

Join Us for a Complimentary Webinar: Gearing up for Privacy & Cybersecurity in 2021

Continued SEC Focus on SPACs

Locke Lord QuickStudy: Delaware Court of Chancery Reminds That Rights Plans Have Limits

SEC Focus on SPACs

Delaware Decision Has Lessons for Lenders and Others

SEC Revision of MD&A – Focus on Future Uncertainties Disclosure

SEC Proposes Changes to Equity Compensation Rules for Public and Private Companies

SEC Adopts Significant Changes in Regulation of Exempt Offerings (UPDATED)

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