Laura D. Richman

Firm/Organization: Mayer Brown

Blogs: Free Writings + Perspectives, Retained Interest

Latest Articles

Legal Update: 10 Tips for 10-Ks and Proxy Statements

By Laura D. Richman, Robert F. Gray, Michael L. Hermsen, Phyllis G. Korff & David Schuette

January 21, 2020

With the 2020 proxy and annual reporting season upon us, this Legal Update provides 10 tips for companies to consider when drafting annual reports on Form 10-K and proxy statements for filing with the US Securities and Exchange Commission. Read our Legal Update here.…

Free Writings + Perspectives

Legal Update: Ring in the New Year with SEC Year-End Guidance

By Laura D. Richman, Ryan Castillo, Robert F. Gray & Brian Hirshberg

January 7, 2020

During the last two weeks of 2019, the US Securities and Exchange Commission offered guidance and reminders relating to the role of audit committees, international intellectual property and technology risks, and confidential treatment applications. This Legal Update provides further detail on—and discusses practical considerations regarding—these pronouncements, which public companies should take into account as the new year begins. Read our Legal Update.…

Free Writings + Perspectives

Lexis Practice Advisor Practice Note – SEC Provides Guidance Relating to the Proxy Voting Process: First Analysis

By Laura D. Richman, Leslie S. Cruz & Adam D. Kanter

November 21, 2019

In this Lexis Practice Advisor Practice Note, we discuss two releases published by the Securities and Exchange Commission (SEC) on August 21, 2019. One release contains interpretation and guidance regarding the applicability of certain rules (Proxy Voting Advice Guidance) promulgated under Section 14 of the Securities Exchange Act of 1934, as amended to proxy voting advice. The other, which technically is a “policy statement,” provides guidance on the proxy voting responsibilities of investment advisers…

Free Writings + Perspectives

Legal Update: SEC Proposes Changes to Rule 14a-8 – the Shareholder Proposal Process

By Robert F. Gray & Laura D. Richman

November 11, 2019

On November 5, 2019, the US Securities and Exchange Commission proposed several amendments to Rule 14a-8 promulgated under the Securities Exchange Act of 1934. The proposed amendments are intended to “recognize the significant changes that have taken place in our markets in the decades since these regulatory requirements were last revised….” This Legal Update discusses the proposed changes and notes practical considerations for public companies. Read our Legal Update.…

Free Writings + Perspectives

Legal Update: SEC Staff Legal Bulletin No. 14K Provides Further Shareholder Proposal Guidance

By Laura D. Richman, Robert F. Gray, Lawrence R. Hamilton & David Schuette

October 23, 2019

On October 16, 2019, the Division of Corporation Finance of the US Securities and Exchange Commission issued Staff Legal Bulletin No. 14K to provide additional guidance on shareholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934. This Legal Update describes this recent staff guidance and provides related practical considerations for companies that are, or may soon be, in the process of responding to shareholder proposals for the 2020 proxy season.…

Retained Interest

Testing the waters for all – New Rule 163B expands TTW to all issuers

By John R. Ablan, Michael L. Hermsen, Anna T. Pinedo & Laura D. Richman

October 9, 2019

On September 26, 2019, the US Securities and Exchange Commission extended the ability to test the waters to all issuers by adopting the highly anticipated new Rule 163B under the Securities Act of 1933 (the Securities Act). The new rule allows any issuer, or any person acting on the issuer’s behalf, to engage in test the waters communications with potential investors that are reasonably believed to be institutional accredited investors (IAIs) and qualified institutional buyers…

Retained Interest

Structured finance bulletin – Fall 2019

By James J. Antonopoulos, Amanda L. Baker, David S. Bakst, Linda E. Boss, Todd N. Bundrant, Jennifer J. Carlson, Merryn Craske, Francis L. Doorley, Jeffrey R. Favitta, François-Régis Gonon, Robert F. Gray, Lawrence R. Hamilton, Kevin Hawken, Michael L. Hermsen, Carol A. Hitselberger, Steven M. Kaplan, Andreas Lange, Ori Lev, Cory R. Miggins, Monique J. Mulcare, Joanna C. Nicholas, Lindsay M. O'Neil, Ariel Ramos, Eric M. Reilly, Laura D. Richman, Stephanie C. Robinson, Susannah L. Schmid, ChenYang Sia, Ryan Suda, David A. Tallman, Sagi Tamir & Angela M. Ulum

October 9, 2019

In this fall edition of our Structured Finance Bulletin, we discuss structuring and legal considerations for multi-jurisdiction trade receivables financing transactions as well as the latest innovations in CLO structures. We also revisit the European Union securitization regulations and the application in the United Kingdom of the European Union securitization regulations following Brexit and describe the benefits of structuring lending arrangements as repurchase facilities. Finally, we take a deep dive into the CFPB’s recent…

Free Writings + Perspectives

Legal Update: Testing the Waters for All – New Rule 163B Expands TTW to All Issuers

By John R. Ablan, Anna T. Pinedo & Laura D. Richman

September 27, 2019

Free Writings + Perspectives

Market Trends 2018/2019: Staff Legal Bulletins No.14I and 14J on Shareholder Proposals

By Laura D. Richman & Matthew F. Streit

September 9, 2019

Our latest market trends article discusses Staff Legal Bulletin No. 14I and Staff Legal Bulletin No. 14J of the Division of Corporation Finance of the Securities and Exchange Commission, both of which provide guidance with respect to shareholder proposals submitted for inclusion in company proxy statements pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, and how such guidance was applied during the 2018 and 2019 proxy seasons.…

Free Writings + Perspectives

SEC Increases Filing Fees for Fiscal Year 2020

By David S. Bakst, Jennifer Carlson, Robert F. Gray, Laura D. Richman & Paul C. de Bernier

August 28, 2019

The US Securities and Exchange Commission (SEC) has announced an increase in the filing fees to be paid by public companies and other issuers during the SEC’s 2020 fiscal year. Effective October 1, 2019, the filing fee rate will increase approximately 7.1 percent from the current rate of $121.20 per million dollars to $129.80 per million dollars for: The registration of securities under the Securities Act of 1933; The repurchase of securities in going private…

Laura D. Richman

Legal Update: 10 Tips for 10-Ks and Proxy Statements

Legal Update: Ring in the New Year with SEC Year-End Guidance

Lexis Practice Advisor Practice Note – SEC Provides Guidance Relating to the Proxy Voting Process: First Analysis

Legal Update: SEC Proposes Changes to Rule 14a-8 – the Shareholder Proposal Process

Legal Update: SEC Staff Legal Bulletin No. 14K Provides Further Shareholder Proposal Guidance

Testing the waters for all – New Rule 163B expands TTW to all issuers

Structured finance bulletin – Fall 2019

Legal Update: Testing the Waters for All – New Rule 163B Expands TTW to All Issuers

Market Trends 2018/2019: Staff Legal Bulletins No.14I and 14J on Shareholder Proposals

SEC Increases Filing Fees for Fiscal Year 2020

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