The Securities and Exchange Commission has continued its effort to update and streamline the disclosure requirements for filings with the SEC. In November, the SEC adopted amendments to the rules for Management’s Discussion and Analysis and related financial disclosures. [1]
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 5
SEC Proposes Changes to Equity Compensation Rules for Public and Private Companies
The Securities and Exchange Commission, on November 24, 2020, proposed changes to the rules and forms that are used for compensatory securities offerings by both private and public companies. If adopted, the changes should give added flexibility to companies using…
SEC Adopts Significant Changes in Regulation of Exempt Offerings (UPDATED)
The Securities and Exchange Commission on November 2, 2020, by a 3 to 2 vote, adopted significant changes to the rules governing capital raising through private offerings and other offerings exempt from registration under the Securities Act of 1933. The…
SEC Modernizes Disclosure Requirements
The Securities and Exchange Commission on August 26, 2020 adopted changes to the business, legal proceeding and risk factor disclosures made by public companies and companies going public. This was one of two actions taken by the SEC on that…
SEC Updates Accredited Investor Definition; Makes Related Changes to Qualified Institutional Buyer Definition
The Securities and Exchange Commission on August 26, 2020 adopted changes to the definition of accredited investor intended to modernize the exempt offering process. It also made related changes to the definition of qualified institutional buyer. This was one of…
SEC Adopts Rules for Proxy Voting Advisory Firms, Issues Supplemental Guidance for Investment Advisors
On July 22, 2020, the SEC adopted final rules on the application of its proxy solicitation rules to proxy voting advisors. (See our November 2019 blog post on the proposed rules here.) Among other things, the new rules will,…
SEC Issues New COVID-19 Disclosure Guidance
By Rob Evans
On June 23, 2020, the SEC’s Division of Corporation Finance released CF Disclosure Guidance: Topic No. 9A supplementing its previous guidance regarding COVID-19 disclosures that we discussed in a previous post. The new guidance identifies additional considerations for disclosures…
Syndicated Term Loans and U.S. Securities Laws
By Rob Evans
Recently, the U.S. District Court in the Southern District of New York held in Kirschner v. J.P. Morgan[1] that a syndicated term loan was not a “security” under several state securities (or Blue Sky) laws. While the ruling did…
Locke Lord QuickStudy: Buybacks: How Companies Can Benefit From Undervalued Stock
By Rob Evans
Corporate stock buybacks have been prevalent in recent years. However, due to COVID-19 and market volatility, many companies, because they are focused on liquidity and balance sheet strength, have suspended or terminated existing stock buyback programs. Despite falling out of
…
SEC Reminds Private Equity Firms of Compliance Obligations
In a settled enforcement action,[1] the Securities and Exchange Commission reminded private equity firms and registered investment advisors of their obligation to implement and enforce compliance procedures, in particular procedures to prevent the misuse of material non-public information. In…