Helping Clients Access the Capital Markets and Stay Apprised of Regulatory Developments
The 2019 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 MoreYesterday at the Consensus: Invest Conference in New York City, Jay Clayton, Chairman of the U.S. Securities and Exchange Commission (the “Commission”), strongly reaffirmed the guidance put forth by his agency in the last several weeks on cryptocurrencies, blockchain, and “digital asset securities”.
Read MoreOn November 16, 2018, the SEC’s Division of Corporation Finance, Division of Investment Management, and Division of Trading and Markets (the “Divisions”) issued a statement on “Digital Asset Securities Issuance and Trading.” The statement highlights several recent SEC enforcement actions involving the intersection of the U.S. securities laws and new technologies.
Read MoreOn October 23, 2018, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission issued Staff Legal Bulletin No. 14J (available here) (“SLB No. 14J”), which provides the Division’s latest views on the scope and application of the “economic relevance” exception (Rule 14a-8(i)(5)) and the “ordinary business” exception (Rule 14a-8(i)(7)) to shareholder proposals submitted under Rule 14a-8.
Read MoreOn October 17, 2018, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued a set of interpretations1 relating to the rules that provide an exemption from the registration requirements of the Securities Act of 1933 for certain offerings of securities by foreign private issuers2 in connection with rights offerings3 or in connection with exchange offers or business combinations,4 and the rules that provide an exemption from certain requirements of the Securities Exchange Act of 1934 in connection with tender offers for securities of foreign private issuers.5
Read MoreOn September 26, 2018, the Securities and Exchange Commission approved amendments (the “Amendments”) to NASDAQ Rule 5635(d) (commonly referred to as the “20% Rule”). The purpose of the 20% Rule is to protect an issuer’s existing public shareholders against a significantly dilutive private offering by giving the shareholders an opportunity to vote on the offering and/or sell their stock prior to its consummation.
Read MoreOn October 16, 2018, the Securities and Exchange Commission (“SEC”) issued an investigative report (see here) pursuant to Section 21(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) warning public companies that become victims of cyber-related frauds that they may violate the federal securities laws if they fail to have a sufficient system of internal accounting controls.
Read MoreLocke Lord recently hosted in our Houston office a program titled “Produced Water Disposal – The Next Big Wave in E&P” as part of its High Noon Knowledge Series.
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