August 4, 2021 Webinar  1:00pm EDT – 2:00pm EDT Register here. Practices for public companies relating to earnings calls, earnings guidance and investor updates vary. Especially in uncertain and volatile markets, preparing for these important communications requires careful consideration of a number of factors, including the recent statements and guidance from the Securities and Exchange Commission and SEC Staff. During this session hosted by Intelligize, Mayer Brown partner, David Freed, and counsel, Laura Richman,…

In Regulatory Notice 21-26 (July 15, 2021), FINRA amended the filing requirements of Rules 5122 and 5123 to require members to file with FINRA any “retail communications,” as defined in FINRA Rule 2210, that promote or recommend private placement offerings. FINRA Rule 5122 covers private placements of securities issued by a FINRA member, while Rule 5123 covers other private placements. Both rules have filing requirements, as well as exemptions from those filing requirements for offerings…

On July 13, 2021, the US Securities and Exchange Commission (“SEC”) announced charges against a special purpose acquisition company (“SPAC”), the proposed merger target company in the space transportation industry, each company’s CEO, and the SPAC’s sponsor. The charges were announced in connection with misleading statements made by the SPAC and target company to its investors. This Legal Update discusses the SEC’s issuance of an Order Instituting Cease-And-Desist Proceedings against the related parties and the Order’s…

On June 11, 2021, the US Securities and Exchange Commission (SEC) announced that it would focus on cybersecurity disclosures made by public companies as part of its regulatory agenda. Given the SEC’s continued interest in cybersecurity issues, high-profile ransomware attacks and executive orders issued by President Biden, it is no surprise that the SEC is focused on taking an increasingly active role in a whole-of-government response to cybersecurity threats. Although it will be some time…

At a recent conference, Securities and Exchange Commission Chair Gary Gensler gave wide-ranging remarks addressing market structure issues, LIBOR and other rates, and the Commission’s regulatory agenda. Addressing regulatory initiatives relating to public company disclosures, Chair Gensler noted he has asked the Staff to put together recommendations on mandatory company disclosures on climate risk and human capital.  He also noted that investors would like disclosures that are consistent and that allow them to make comparisons…

Directors’ and officers’ (D&O) insurance policies are traditionally structured as “ABC” policies, comprised of Side A, B, and C coverage that together provide protection for the issuer and for directors and officers.  For SPACs, ABC polices differ from those of a traditional operating company with a balance sheet, and, as a result, some SPACs elect to purchase only Side A coverage.  Yelena Dunaevsky and Dan Berry of Woodruff Sawyer address D&O insurance policies for SPACs,…