(Updated)
On November 21, 2023, the staff (“Staff”) of the U.S. Securities and Exchange Commission’s Division of Corporation Finance released eight new Compliance and Disclosure Interpretations (“C&DIs”) and revised two C&DIs to clarify the pay versus performance (“PVP”) disclosure requirements…
On 28 November 2023, the UK’s Financial Conduct Authority published its “Sustainability Disclosure Requirements (“SDR”) and investment labels” policy statement (PS23/16) (the “Policy Statement”). The Policy Statement introduces a set of new rules aimed at tackling greenwashing, including investment…
This practice note examines some of the common issues and comments that the U.S. Securities and Exchange Commission (SEC) staff may raise in its review of registration statements filed for initial public offerings (IPOs). The note provides guidance on how…
On November 22, 2023, the Securities and Exchange Commission announced that it has issued an order to postpone the effective date of its final share repurchase disclosure rule (the “Share Repurchase Final Rule”). The Share Repurchase Final Rule, which we previously discussed on this blog,…
This practice note discusses drafting considerations for an indenture governing debt securities issued in a Rule 144A/Regulation S transaction, with a focus on covenants and transfer restrictions. An indenture is a contract between an issuer of securities and a trustee…
On November 20, 2023, the staff of the U.S. Securities and Exchange Commission (“SEC”) issued two new compliance and disclosure interpretations (“C&DIs”) on filing fees and XBRL exhibits. These C&DI’s are summarized below, with links to the full text provided.…
On November 17, 2023, the staff of the U.S. Securities and Exchange Commission (“SEC”) issued one revised and five new proxy-related compliance and disclosure interpretations (“C&DIs”). These C&DI’s are summarized below, with links to the full text provided.
10 Calendar…
Webinar December 7, 20231:00 – 2:00 p.m. ETRegister here.
It’s time to start preparing for the 2024 proxy and annual report season. Additional time may be required this year because of the substantial scope and pace of relevant changes…
This practice note discusses conducting due diligence interviews for a securities offering, which are meetings or calls among the underwriters, their counsel, the issuer, and other parties to discuss the issuer’s business, operations, and financial results. The purpose of these…
This practice note explains the due diligence process for an unregistered offering of debt securities that relies on Rule 144A and/or Regulation S under the Securities Act of 1933. Due diligence is a critical component of the offering, as it…
