Helping Clients Access the Capital Markets and Stay Apprised of Regulatory Developments
On 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 MoreOn August 23, 2019, the Securities and Exchange Commission (the “SEC”) announced that in its fiscal year 2020 the fees that public companies and other issuers pay to register their securities with the SEC will be set at $129.80 per million dollars.
Read MoreOn 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.
Read MoreThe 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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