The Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 14a-8, effective January 4, 2021 increasing the economic interest of the shareholder/proponent for eligibility to submit a shareholder proposal for inclusion in an issuer’s proxy statement for its
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SEC Targets Issuers and Officers for Disclosure Violations Through Data Analytics
Just before the close of its fiscal year, the Securities and Exchange Commission (SEC) brought three noteworthy financial reporting cases against issuers that resulted from the agency’s increasingly sophisticated use of risk-based data analytics to detect disclosure violations. On September
SEC Amends Whistleblower Rules
On September 23, 2020, the Securities and Exchange Commission (SEC), in a 3-2 vote, approved several significant amendments to, and interpretive guidance on, the rules governing its whistleblower program. Most controversially, the SEC adopted the position that it has discretion
2020: The Year of the SPAC
2020 has been a banner year for IPOs by special purpose acquisition companies, or SPACs. Over 100 SPAC IPOs have closed so far in 2020, with aggregate gross proceeds of approximately $42.1 billion and an average IPO size of $382.4
SEC Amends “Accredited Investor” Definition
On August 26, 2020, the Securities and Exchange Commission (“SEC”) amended the definition of “accredited investor,” one of the principal tests for determining eligibility for participation in private placements of securities. The amendments are designed to identify more effectively the
SEC Focus on Executive Perk Disclosure Continues
In June 2020, the Securities and Exchange Commission settled charges with insurance company Argo Group International Holdings, Ltd. for failing to disclose perks and benefits received by its former chief executive officer. Per the SEC order, Argo failed to report
SEC Revises Financial Statement Disclosure Requirements for Acquisitions and Dispositions
The SEC recently amended its disclosure requirements for historical and pro forma financial statements arising from acquisitions and dispositions.[1] While the revisions are fairly technical, overall they should reduce disclosure burdens and make it easier for public companies
Nasdaq Provides Limited Relief to Facilitate Near-Term Capital Raising
The Nasdaq Stock Market has adopted a new rule, Rule 5635T, intended to provide limited, temporary relief from the requirement to obtain stockholder approval for certain capital-raising transactions during the COVID-19 pandemic. Although the rule will be effective only until
SEC Issues Guidance on Interplay Between Form S-3 and Relief Under COVID-19 Order
As many companies consider the need to raise capital, the SEC has provided FAQs that address how taking advantage of the relief provided under the COVID-19 Order may impact offerings of securities using Form S‑3. As described in our prior
COVID-19 Related Due Diligence for Life Sciences Companies
Equity Capital Markets are quiet right now given the COVID-19 pandemic. Less than a handful of IPOs priced last week and IPO activity is down almost 20% on a year over year basis. Life sciences initial public offerings have been