Helping Clients Access the Capital Markets and Stay Apprised of Regulatory Developments

Locke Lord QuickStudy: New York’s Blue Sky Law (Martin Act) Statute of Limitations Extended to 6 Years

On August 26, 2019, New York Governor Andrew Cuomo signed into law a significant change affecting New York’s blue sky law (the Martin Act),extending the period during which the Attorney General of New York can take action for violations of the Act to 6 years from the 3 year statute of limitations that the New York Court of Appeals determined was applicable in 2018 in People v. Credit Suisse Sec. (USA) LLC. This change restores the longer period the Attorney General thought it had to investigate and bring actions.

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Third Circuit Clarifies Board Observers Are Not Subject to Section 11 Liability

It is common for investors in venture capital and private equity transactions, and in other ‎investment arrangements, as a condition to their investment, to have rights to appoint board ‎observers when director representation is not available. An unanswered question has been the ‎extent to which a board observer has liability exposure under Section 11 of the Securities Act of ‎‎1933, for example, when a company goes public.‎

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Proxy Voting and Voting Advice: SEC Provides Guidance for Investment Advisers and Proxy Advisory Firms

On August 21, 2019, the SEC provided guidance (available here) to investment advisers, such as fund managers, regarding their proxy voting responsibilities. The SEC also concurrently issued an interpretative release (available here) regarding the applicability of the SEC’s proxy rules to proxy voting advice provided by proxy advisory firms, such as ISS and Glass Lewis.

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SEC Enforcement Action Is a Reminder of the Importance of Regulation FD Compliance

The Securities and Exchange Commission (“SEC”) adopted Regulation FD (Fair Disclosure) in ‎‎2000 to help level the playing field among market participants by proscribing the selective ‎disclosure of material nonpublic information. Regulation FD has had a profound impact on ‎public company communications practices and public disclosures.

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Inline XBRL: Corp Fin Issues 9 New Interpretations

The SEC’s Inline XBRL requirements now apply to large accelerated filers. As registrants have started using Inline XBRL for their filings, a number of questions have come up. On August 20, 2019, the staff of the SEC’s Division of Corporation Finance issued 9 new Compliance and Disclosure Interpretations (CDIs)‎ to help answer some of those questions.

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SEC Proposes Changes to Disclosure Requirements regarding Business, Legal Proceedings and Risk Factors

On August 8, 2019, the Securities and Exchange Commission (“SEC”) released a proposal (“Proposing Release”) to modernize the description of business, legal proceedings, and risk factor disclosures that registrants are required to make pursuant to Regulation S-K.[1] The SEC stated goal is to improve these disclosures for investors and to simplify compliance for registrants.

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