On March 13, 2020, in response to the recent outbreak of the coronavirus disease (COVID-19), the Securities and Exchange Commission released guidance providing regulatory flexibility to reporting companies seeking to change the date, time, or location of annual shareholder meetings
Federal Securities Law Source
Information on federal securities law, news and developments
The Federal Securities Law Source, published by Porter Wright Morris & Arthur LLP, focuses on developments and compliance issues related to federal securities regulations. It covers topics such as the Corporate Transparency Act and its reporting requirements, SEC rules including Dodd-Frank clawback policies, accredited investor qualifications and legislative changes, and emerging trends in ESG (environmental, social, and governance) disclosures. The blog provides updates on regulatory changes affecting public companies, private investment opportunities, and corporate governance practices, helping businesses and legal professionals navigate federal securities law obligations and investor protections.
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Coronavirus and securities compliance related considerations
On March 4, 2020, the Securities and Exchange Commission issued an Order granting conditional relief from certain filing obligations under the federal securities laws for reporting companies whose compliance may be delayed by the coronavirus disease (COVID-19). In the press…
Recent IRS guidance affects corporate tax deductibility of public company executive compensation arrangements and related proxy statement disclosures
By Greg Daugherty & Dave Tumen
Publicly traded companies have long been concerned with Internal Revenue Code Section 162(m) in order to maximize the deductibility of compensation paid to certain covered officers. Last year’s tax reform act made significant changes to Code Section 162(m). The IRS…
Virtual shareholder meetings: advantages, disadvantages and practical considerations
As spring approaches, so do annual shareholder meetings for many public companies. Traditionally, these meetings were held in-person. However, due to fairly recent advances in technology, companies now have the option to hold these meetings exclusively online or by providing…
How to avoid registration under the Investment Company Act of 1940
One of the worse situations a company may face to be determined to be an investment company under the Investment Company Act of 1940, as amended (the act). If determined to be an investment company, the company is subject to…
SEC seeks to regulate transactions utilizing cryptocurrencies under federal securities laws
Any person who regularly monitors the U.S. financial markets has likely noticed the recent emergence of digital currency, also referred to as “cryptocurrency,” in recent months. For example, the price of bitcoin, the most widely known form of cryptocurrency, surged…
How to structure a joint venture
Joint ventures should be considered as an alternative to an acquisition if the acquiring party feels it does not have the experience or the business risk appetite to do it individually. They have the benefit of allowing parties to have…
Boilerplate provisions in a contract
The term “boilerplate” refers to standardized language in a contract that usually appears at the end of the agreement (often in a section titled “miscellaneous” or “general terms”). While boilerplate provisions are common clauses in a contract, they should always…
Methods to minimize indemnification obligations
Because most indemnification claims are made by a buyer, the seller seeks to limit its indemnification obligations. Some ways in which the indemnification obligations can be limited include:
- Materiality of breach or claim amount
- Caps on indemnification
- Baskets
- Payment adjustments
…
Litigation provisions v. arbitration provisions in business contracts
Arbitration is an increasingly popular method of resolving disputes, but drafters of business contracts need to be aware that arbitration may not be suitable for every dispute. The question of whether or not to arbitrate often comes down to when…