The 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 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 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.
Read MoreOn Tuesday, June 18, 2019, the SEC issued a Concept Release[1] seeking comments on how to rationalize and simplify the framework governing exempt offerings in order to expand the opportunities for making investments while preserving appropriate investor protections.
Read MoreFor decades, companies issuing debt securities in the high yield market could not provide a full package of credit support from non-US subsidiaries. The same was true for borrowing money under credit facilities. That’s because...
Read MoreOn April 10, 2019, U.S. Representatives Warren Davidson (R-OH) and Darren Soto (D-FL) reintroduced the Token Taxonomy Act1 (“TTA”) in the effort to amend the Securities Act of 1933 and the Securities Exchange Act of 1934 to exclude “digital tokens” from the definition of a security and provide tax certainty on such assets.
Read MoreLate last month we blogged about rule amendments adopted by the Securities and Exchange Commission that are intended to modernize and simplify disclosure requirements for public companies, including an amendment that allows registrants to redact confidential information from most exhibits without filing a confidential treatment request.
Read MoreOn March 27, 2019, the U.S. Supreme Court, in Lorenzo v. SEC, No. 17-1077 (2019), held that dissemination of false or misleading statements with intent to defraud violates Rules 10b–5(a) and (c) under the Securities Exchange Act of 1934.
Read MoreOn March 20, 2019, the Securities and Exchange Commission (SEC) adopted amendments to modernize and simplify disclosure requirements for public companies, investment advisers, and investment companies. The amendments, consistent with the SEC’s mandate under the Fixing America’s Surface Transportation (FAST) Act, are based on recommendations in the staff’s FAST Act Report as well as a broader review of the Commission’s disclosure rules.
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