Topic: Quick Study

Locke Lord QuickStudy: Exemptions for your Cross-Border Deals –New SEC Guidance

On 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,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

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Locke Lord QuickStudy: SEC Amends Rule 701 TO Increase Disclosure Threshold and Seeks Comment on Further Changes for Compensatory Awards

On July 18, the Securities and Exchange Commission adopted an amendment to Rule 701 increasing the threshold that triggers the Rule’s disclosure requirements. As background, Rule 701 provides an exemption from the registration requirements of the Securities Act for offers and sales of securities (including securities issuable under stock options and restricted stock units) by private companies (i.e., companies not subject to the reporting requirements under the Exchange Act) to their employees, officers, directors, consultants and advisors under compensatory benefit plans.

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Locke Lord QuickStudy: SEC Sanctions Inadequate Perk Disclosure and Sends Message

On June 2, 2018, the U.S. Securities and Exchange Commission (“SEC”) announced that The Dow Chemical Company (“Dow Chemical”) agreed to settle charges related to its inadequate disclosure of executive perquisites in SEC filings by paying a $1.75 million civil penalty, hiring an independent consultant to evaluate and recommend changes to the company’s policies and procedures relating to perquisites disclosure, and implementing the recommended changes.

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