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 8
SEC Provides Guidance on Performance Metrics in MD&A; Proposes Financial Disclosure Changes
By Rob Evans
The Securities and Exchange Commission, on January 30, 2020, issued guidance to reporting companies about the use of key performance indicators and other metrics, including those that are non-GAAP financial measures, in Management’s Discussion and Analysis (Release 33-10751). …
SEC Issues Year-End Guidance for Audit Committees
By Rob Evans
On December 30, 2019, the SEC issued a Statement of the Chairman, the Director of the Division of Corporation Finance and the Chief Accountant to remind audit committees, in anticipation of the year-end financial reporting season, of their responsibilities and…
SEC Proposes to Broaden and Update Accredited Investor Definition
By Rob Evans
On December 18, 2019, the Securities and Exchange Commission, on a 3 to 2 vote, proposed amendments to the definition of “accredited investor” in order to update that definition and expand the investors that would qualify as accredited investors able…
Locke Lord QuickStudy: The 2020 Proxy Season is Around the Corner
The 2020 proxy season is almost upon us. This QuickStudy recaps some important policy updates from Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”) and new disclosure requirements to keep in mind as proxy preparations begin in earnest…
SEC Proposes New Rules for Proxy Advisors and Shareholder Proposals
By Rob Evans
Locke Lord QuickStudy: IRS Provides Guidance to Taxpayers Concerning Cryptocurrencies
On October 9, 2019, the Internal Revenue Service (“IRS”) issued guidance relating to cryptocurrencies in the effort to educate taxpayers about their tax obligations with respect to transactions involving digital assets.1 This is the first comprehensive guidance the IRS has
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Delaware Decision Reminds Directors to Oversee Public Disclosures
By Rob Evans
Delaware law usually protects directors in making good faith business decisions. However, sometimes the failure of directors to oversee a company’s compliance with legal requirements will be so troublesome that this is not the case – providing the basis for…
SEC Allows all Issuers to Test the Waters
By Rob Evans
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. The SEC’s…
SEC’s Corp. Fin. Modifies Approach to No-Action Requests to Exclude Shareholder Proposals
By Rob Evans
On September 6, 2019, the SEC’s Division of Corporation Finance announced two notable revisions to its approach to handling no-action requests by companies seeking to exclude shareholder proposals under Rule 14a-8.
SEC Staff may decline to state a view with…