Helping Clients Access the Capital Markets and Stay Apprised of Regulatory Developments
On December 30, 2019, the SEC issued a Statement of the Chairman, the Director of the Division of Corporation Finance and the Chief Accountant to remind audit committees, in anticipation of the year-end financial reporting season, of their responsibilities and to assist them by identifying some specific areas of focus.
Read MoreOn December 18, 2019, the Securities and Exchange Commission, on a 3 to 2 vote, proposed amendments to the definition of “accredited investor” in order to update that definition and expand the investors that would qualify as accredited investors able to participate in private offerings. The definition of “accredited investor” is important principally for determining who can invest in private offerings under Rule 506(b) without limitation as to number and without any information required as a condition of the exemption and as to who is eligible to invest in an offering with general solicitation under Rule 506(c).
Read MoreThe 2020 proxy season is almost upon us. This QuickStudy recaps some important policy updates from Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”) and new disclosure requirements to keep in mind as proxy preparations begin in earnest this winter.
Read MoreOn November 5, 2019, the Securities and Exchange Commission in a 3-2 vote proposed new rules on two high profile topics: proxy advisory firms and shareholder proposals . New rules on these topics have been anticipated since the SEC added the items to its semi-annual agenda in late May.
Read MoreOn October 9, 2019, the Internal Revenue Service (“IRS”) issued guidance relating to cryptocurrencies in the effort to educate taxpayers about their tax obligations with respect to transactions involving digital assets.1
Read MoreDelaware law usually protects directors in making good faith business decisions. However, sometimes the failure of directors to oversee a company’s compliance with legal requirements will be so troublesome that this is not the case – providing the basis for a “Caremark claim.”
Read MoreThe Securities and Exchange Commission, on September 26, 2019, adopted the expanded testing-the-waters relief it proposed in February. The JOBS Act permitted emerging growth companies (EGCs) to test the waters prior to or after filing a registration statement.
Read MoreOn 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.
Read MoreIt 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.
Read More
