MB Microtalk: COVID-related Non-GAAP Financial Measures
Latest from Free Writings + Perspectives
SEC Examinations Division Issues Risk Alert on ESG Products and Services
On April 9, 2021, the Division of Examinations (“Division” or “staff”) of the US Securities and Exchange Commission issued a risk alert that highlighted its observations from its recent examinations of investment advisers, registered investment companies and private funds offering ESG products and services. The risk alert also provides observations of effective practices.
Noting that the US Investment Company Act of 1940, the US Investment Advisers Act of 1940 (“Advisers Act”) and the rules under…
Market Trends 2020/21: Risk Factors
The New York LIBOR Legislative Solution Becomes Law
On April 7, 2021, the proposed New York “legislative solution” for legacy USD LIBOR contracts became Article 18-C of the New York General Obligations Law. Article 18-C is primarily aimed at USD LIBOR contracts, securities or instruments (e.g., floating rate notes (“FRNs”), loans, securitizations and mortgages) with the 2006 ISDA Definitions LIBOR fallbacks, or no fallback provisions at all, and which are governed by New York law. This article focuses on the law’s effect on…
SPACs, IPOs and Liability Risk Under the Securities Laws
Acting Director of the Securities and Exchange Commission’s Division of Corporation Finance, John Coates, provided additional comments on SPACs on April 8, 2021. Acting Director Coates noted the “unprecedented surge” in SPAC activity. He focused his comments on the legal liability that attaches to disclosures made in connection with the de-SPAC transaction and, in particular, to claims that he says have been made by “practitioners and commentators” that “an advantage of SPACs over traditional IPOs…
SEC Approves NYSE Shareholder Approval Amendments
On April 2, 2021, the Securities and Exchange Commission (“SEC”) approved changes initially submitted by the New York Stock Exchange (“NYSE”) in December 2020 that amend certain of its shareholder approval rules. The NYSE proposed the changes because the prior requirements made it unnecessarily difficult for listed companies to raise necessary capital in private placement transactions that were in the interests of the company and its shareholders. The changes to the NYSE’s rules are consistent…
Updates from the SEC’s Acting Director of the Division of Corporation Finance
SEC Division of Corporation Finance Acting Director John Coates participated in a fireside chat on April 7, 2021 during the annual Global Capital Markets & the US Securities Laws program hosted by the Practicing Law Institute (PLI).
Acting Director Coates, when asked about his priorities at the SEC, mentioned three items: the “unprecedented surge” in special purpose acquisition company (SPAC) filings, reporting company ESG disclosures (including disclosure of climate change and potentially political spending), and…
Market Trends 2020/21: Pay Ratio Disclosures
What’s the Deal? Compendium
Ready, Set, Go? Public Company Readiness for Private Companies Merging with SPACs
Privately held companies preparing for an initial public offering often undertake a public company readiness assessment and seek to identify the gaps that must be addressed prior to their becoming subject to the corporate governance and other rules applicable to public companies. Often, this assessment is conducted over a period of months and the IPO preparations may span many more months. However, given the intense interest in mergers with SPACs, many attractive private company “targets”…