Introduction
In August 2000, the Securities and Exchange Commission (“SEC”) adopted Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which, among other things, established an affirmative defense to a charge of transacting in a
IPO, Then What?
The Foley Hoag IPO, Then What? blog focuses on the issues facing companies going public, but recognizes that the IPO is the start and not the end of the story. We know that the issues facing public companies change rapidly and we cover the topics that we know are on the minds of management, board members and in-house counsel.
Latest from IPO, Then What? - Page 2
SEC Adopts New Rules on Executive Compensation
On August 25, 2022, the Securities and Exchange Commission (“SEC”) announced the adoption of amendments to rules relating to executive compensation disclosure. The final rule can be found here. As mandated by Section 953(a) of the Dodd-Frank Act, Item 402…
Russia and Belarus Sanctions Update – March 17, 2022
Key Takeaways:
- U.S., UK, and EU impose additional sanctions in response to Russia’s continued escalation of conflict in Ukraine
- U.S. imposes sanctions on human rights violators and senior Russian defense officials
- UK sanctions over 370 Russian individuals, including 51 oligarchs
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Russia and Belarus Sanctions Update – March 11, 2022
Key Takeaways:
- The Biden administration announces ban on import of Russian energy commodities and prohibition on new investment in the Russian energy sector
- New General License provides wind-down period until April 22, 2022 for certain energy imports from Russia pursuant
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Shareholder Activism or Divestment? The Massachusetts Pension Fund Chooses Activism
By Seth Jaffe
The Boston Globe reported yesterday that the Massachusetts Pension Reserves Investment Management Board approved investment guidelines that would have the Board vote against directors of companies in which the Board invests where the company does not have a plan to…
Russia and Belarus Sanctions Update – March 7, 2022: U.S. Sanctions, Export Restrictions Escalate as Conflict in Ukraine Continues
By Foley Hoag
Key Takeaways:
- U.S. imposes additional sanctions on Russian elites, along with their family members, companies, and personal vehicles
- Actions targeting the defense sector and Russian government-affiliated media outlets signal the expansion of U.S. sanctions to new industries
- SWIFT access to
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Russia Sanctions Update – February 28, 2022: U.S. Imposes Sanctions on Central Bank of Russia, Ministry of Finance, and Sovereign Wealth Funds; Switzerland and Monaco Impose Unprecedented Sanctions
Key Takeaways:
- New Directive 4 prohibits transactions with Russian Central Bank, National Wealth Fund, and Ministry of Finance
- Full blocking sanctions on Russian Direct Investment Fund and affiliates
- Multi-lateral response to Russia’s invasion continues with unprecedented imposition of sanctions by
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Review of Sanctions and Export Controls Imposed in Response to Russia’s Invasion of Ukraine
Key Takeaways:
- The initial wave of sanctions targeted Russian banks and the financial industry plus individual “inner circle” elites, with more sanctions likely to follow in the coming weeks as events unfold.
- Broad restrictions on debt and equity transactions with
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New Fee Table Rule Change Reminder
Don’t forget that new SEC rules went into effect on January 31, 2022 to modernize filing fee disclosure and payment methods for securities transactions. These amendments include moving the fee table from the registration statement cover page to a separate…
REMINDER: 2022 Nasdaq Board Diversity Disclosure and D&O Questionnaires
REMINDER: 2022 Nasdaq Board Diversity Disclosure and D&O Questionnaires
As issuers prepare for the end of the 2021 calendar year and the beginning of the 2022 proxy season, many will soon begin circulating director and officer questionnaires. Nasdaq-listed issuers should…