On September 22, 2021, the SEC released its Sample Letter to Companies Regarding Climate Change Disclosure (“Letter”). The Letter is not only important for what it will seek, but for what it portends. The Letter invokes the 2010 Climate Change
Capital Markets
Helping clients access the capital markets and stay apprised of regulatory developments
The Capital Markets blog published by Troutman Pepper Locke focuses on legal developments and regulatory updates affecting securities exchanges, mergers and acquisitions, corporate governance, and compliance for public companies. It covers topics such as SEC approvals of new stock exchanges, antitrust considerations in major mergers, disclosure requirements for executive compensation, implications of the Corporate Transparency Act for public companies and their subsidiaries, and evolving cybersecurity incident disclosure rules mandated by the SEC. The blog addresses the intersection of securities regulation, corporate law, and compliance obligations relevant to capital markets participants and public companies.
Latest from Capital Markets - Page 4
Nasdaq Introduces Board Diversity Requirements
On August 6, 2021, the U.S. Securities and Exchange Commission approved Nasdaq’s proposed rule regarding diversity of boards of directors.[1] The approved rule requires that most companies listed on Nasdaq (i) “[p]ublicly disclose board-level diversity statistics using a standardized…
Charges Against Nikola Founder Provide Reminder to Use Caution in All Public Statements and Offer Governance Lessons
On July 29, 2021, both the SEC and the U.S. Attorney for the Southern District of New York announced charges against Trevor Milton, the founder, former CEO and former executive chairman of Nikola Corporation, a company engaged in the development…
SEC Reminds Companies That Earnings Management Can Have MD&A Consequences
In a settled enforcement action against Under Armour Inc. announced on May 3, 2021 the SEC reminded companies that managing earnings, even if accounted for correctly, can have MD&A implications triggering disclosure obligations. According to the SEC order, Under Armour,…
SEC Provides Reminder that Form 12b-25 is a Disclosure Document
The SEC’s Division of Enforcement announced on April 29, 2021 settled enforcement actions against eight companies for failure to adequately disclose the reasons for their inability to timely file their Form 10-Ks or Form 10-Qs when filing a Form 12b-25…
Join Us for a Complimentary Webinar: Gearing up for Privacy & Cybersecurity in 2021
Organizations continue to face new issues, regulations and threats relating to privacy and cybersecurity. Over the next few months, Locke Lord lawyers will tackle some of your most pressing concerns in a series of complimentary webinars discussing practical, real-world challenges…
Continued SEC Focus on SPACs
By Rob Evans
As we discussed in our posting at the end of 2020, “SEC Focus on SPACs“, special purpose acquisition companies (SPACs) have become an important investment vehicle and source of M&A activity and the focus of heightened attention from…
Locke Lord QuickStudy: Delaware Court of Chancery Reminds That Rights Plans Have Limits
The Delaware Court of Chancery, in The Williams Companies Stockholder Litigation, 2021 WL 754593 (Del. Ch. Feb. 26, 2021), struck down a shareholder rights plan (commonly known as a “poison pill”) adopted by The Williams Companies, Inc. at the outset of…
SEC Focus on SPACs
By Rob Evans
Special purpose acquisition companies (SPACs) have become an important investment vehicle and source of M&A activity. SPAC transactions include aspects of both initial public offerings and business combinations.
In 2020, we’ve seen a surge in new SPAC IPOs (particularly as…
Delaware Decision Has Lessons for Lenders and Others
On December 8, 2020, the Delaware Court of Chancery in Stream TV Networks, Inc. v. SeeCubic, Inc.[1] upheld a unique structure established by secured lenders to protect their interests and in doing so the Court addressed a number of…