While monitoring SEC comment letters, we recently came across the batch of SEC comment letters issued to Uber Technologies, Inc. in connection with its IPO registration statement that was declared effective on May 9, 2019. The company’s response letters (with SEC comments repeated as is customary) are available below: February 15, 2019 March 12, 2019 April 1, 2019 April 11, 2019 April 22, 2019 Presented below are five interesting takeaways from the letters that may…

Securities Law Exchange

12 Things You Need to Know About Drafting Management & Discussion Analysis (MD&A)

By Kevin Douglas on June 10, 2019

While developments with respect to the Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) section in SEC disclosure documents have garnered less attention in the legal press in recent years than certain other areas in the SEC disclosure arena, preparing and crafting MD&A disclosures remains a major area of focus for SEC disclosure lawyers. The MD&A is the section of a periodic report or registration statement in which management provides its…

Securities Law Exchange

SEC Grants Eligibility Waiver to Issue Whistleblower Award

By Michael Rivera on June 7, 2019

The Securities and Exchange Commission (SEC) recently awarded $3 million to joint whistleblowers despite concluding that the whistleblowers did not satisfy the technical eligibility requirements for receiving an award. See SEC Exchange Act Release No. 86010. The SEC Whistleblower Program has ramped up significantly the past few years, with record numbers of complaints being filed and awards being granted. In 2018, the SEC made two of its largest whistleblower awards: an $83 million award to three individuals;…

Securities Law Exchange

Upcoming Webcast: Navigating Corp Fin’s Comment Process

By Jay Knight on May 28, 2019

I am excited to be co-presenting a webcast titled, “Navigating Corp Fin’s Comment Process,” with Era Anagnosti, Partner, White & Case LLP and Karen Garnett, Partner, Proskauer Rose LLP. This panel of former Senior SEC Staffers will explain the process by which the SEC Staff issues comments – step-by-step – as well as provide their practical guidance about how to respond. This program will cover both the basics, as well as advanced issues for practitioners…

Securities Law Exchange

Securities Law Briefing: Audio Recording Available

By Jay Knight on May 2, 2019

If you missed our teleconference earlier this week related to the recent SEC rule changes (see here and here for prior blog posts about the rule changes effective today), we are pleased to provide an audio recording available for download. Have more questions about the amendments that are effective today, May 2, 2019? Email Jay Knight or a member of our Corporate & Securities Practice.…

Securities Law Exchange

Key Enforcement Highlights from SEC Speaks 2019

By Michael Rivera & Allison Acker on May 1, 2019

Last month, the Securities and Exchange Commission (SEC) held its annual SEC Speaks Conference in Washington, D.C. We have summarized several significant insights conveyed by SEC Staff that are instructive for counsel handling investigations by the SEC’s Enforcement Division. Continue reading to learn more about: Herrera and Waiver of Work Product Protections Further Insight on Cooperation Credit Effective Advocacy before the Enforcement Staff Litigation in a Post-Lorenzo World Continue Reading on BassBerry.com…

Securities Law Exchange

Updated: FAQ on Expanded Hyperlinking

By Jay Knight on April 29, 2019

Note: We updated this post (originally posted last week) to add a new frequently asked question about expanded hyperlinking. The questions and answers below address certain interpretive issues on the SEC’s new hyperlink requirements effective May 2, 2019. For more on the SEC’s amendments, see our previous post that details the rule changes. FAQ #1 Question: The new rules will require registrants to include an active hyperlink to information incorporated by reference into a registration…

Securities Law Exchange

Exclusive Forum Provisions in Charters and Bylaws: An Area of Frequent SEC Comment

By Jay Knight & Taylor Wirth on April 5, 2019

There have certainly been many developments in securities claims jurisdiction in the past several years, particularly in the area of “exclusive forum” provisions contained in charters or bylaws. Exclusive forum provisions typically provide that a certain court (e.g., the Delaware Court of Chancery) is the sole and exclusive forum for certain types of litigation involving the company. These provisions are often tested in the courts, especially when they seem to be in conflict with controlling…

Securities Law Exchange

SEC Adopts New Rules to Ease Burden When Filing Exhibits, Expand Hyperlinking, and Improve Other Disclosure Areas

By Scott Holley, Sehrish Siddiqui & Jay Knight on March 26, 2019

On March 20, 2019, nearly a year and a half after proposing them, the SEC adopted amendments to disclosure requirements for reporting companies, as mandated by the 2015 Fixing America’s Surface Transportation Act (the “FAST Act”). The amendments are a part of an ongoing effort by the SEC to simplify and modernize disclosure obligations. According to the SEC’s press release, the amendments are expected “to benefit investors by eliminating outdated and unnecessary disclosure and making…

Securities Law Exchange

FASB Issues New Accounting Standards Update with Handy Video Explanation! A Call for SEC Adopting Release Videos?

By Jay Knight on March 7, 2019

Usually this blog is reserved for matters involving corporate and securities law rather than updates in the accounting standards, but the email alert from the Financial Accounting Standards Board (FASB) that I received yesterday is definitely an exception. The FASB email alert first mentions that FASB yesterday issued Accounting Standards Update No. 2019-02, Entertainment—Films—Other Assets—Film Costs (Subtopic 926-20) and Entertainment—Broadcasters—Intangibles—Goodwill and Other (Subtopic 920-350): Improvements to Accounting for Costs of Films and License Agreements for…

Securities Law Exchange

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Blog Authors

5 Interesting Takeaways from Uber Technologies’ IPO SEC Comments

12 Things You Need to Know About Drafting Management & Discussion Analysis (MD&A)

SEC Grants Eligibility Waiver to Issue Whistleblower Award

Upcoming Webcast: Navigating Corp Fin’s Comment Process

Securities Law Briefing: Audio Recording Available

Key Enforcement Highlights from SEC Speaks 2019

Updated: FAQ on Expanded Hyperlinking

Exclusive Forum Provisions in Charters and Bylaws: An Area of Frequent SEC Comment

SEC Adopts New Rules to Ease Burden When Filing Exhibits, Expand Hyperlinking, and Improve Other Disclosure Areas

FASB Issues New Accounting Standards Update with Handy Video Explanation! A Call for SEC Adopting Release Videos?

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