Securities Law Exchange

SECURITIES LAW AND PUBLIC COMPANY ADVISORY

Latest from Securities Law Exchange

SEC Provides Welcome Relief from Reporting Requirements for Subsidiary Guarantors

April 3, 2020

On March 2, the Securities Exchange Commission (SEC) adopted amendments that, among other things, significantly reduce the subsidiary guarantor financial statement requirements in periodic reports for companies that have registered debt that is guaranteed by subsidiaries. These changes are part of the SEC’s ongoing efforts to modernize and ease disclosure burdens for public companies. The SEC hopes that these amendments will facilitate an increase in the number of registered (versus unregistered) debt offerings. Although the…

Securities Law Exchange

More States Temporarily Ease Restrictions on Virtual Annual Meetings

By Kevin Douglas, Jay Knight, Eric Knox & David Venturella

April 2, 2020

In a previous blog post, we described the steps some states have taken or are currently taking to permit or facilitate virtual shareholder meetings (i.e., “virtual-only” or “hybrid” meetings) in light of the numerous restrictions on travel and large gatherings resulting from the COVID-19 pandemic. The governors of California, Massachusetts and North Carolina subsequently issued executive orders that suspend the application of state law that would otherwise render a virtual annual meeting impractical…

Securities Law Exchange

High-Level Considerations for First-Quarter 2020 Earnings Releases and Guidance in Uncertain Times

By Kevin Douglas, Tatjana Paterno & Tyler Wadlington

April 1, 2020

As companies continue to evaluate the impact of the novel coronavirus (COVID-19) pandemic on their business, public companies will be facing challenging disclosure considerations in connection with their upcoming first-quarter earnings calls and earnings releases. As a backdrop, a significant number of public companies, concentrated in industries which have felt the strongest immediate impact of the crisis (such as companies whose business is tied to the travel industry), have either updated (e.g., Mastercard) or…

Securities Law Exchange

COVID-19: Mitigating Enforcement and Litigation Disclosure Risks for Public Companies

By Michael Rivera

March 25, 2020

The COVID-19 pandemic has created a disclosure nightmare for public companies. The Securities and Exchange Commission (SEC) has recognized this challenge and, to its credit, has provided relief to public companies by, among other things, extending the deadline for companies to file certain disclosure reports. Nonetheless, companies are faced with the challenge of crafting disclosures regarding the risks presented by the coronavirus crisis to their business and operations and their plans for addressing those risks. …

Securities Law Exchange

SEC Staff Provides Relief to “Manual Signature” Retention Requirement in Light of COVID-19 Concerns

By Jay Knight

March 25, 2020

The Staff of the various Securities Exchange Commission (SEC) divisions, including the Division of Corporation Finance, issued an announcement on March 24, 2020, which provides some flexibility to registrants seeking to satisfy the record retention requirement in Rule 302(b) of Regulation S-T that the registrant retain the manually signed documents. Rule 302(b) of Regulation S-T requires that each signatory to documents electronically filed with the SEC “manually sign a signature page or other document authenticating,…

Securities Law Exchange

Guidance on Conducting Virtual Board Meetings

By Eric Knox

March 23, 2020

Recently, I provided guidance for an article in Agenda about best practices for conducting virtual board meetings. Some best practices mentioned in the article involve facilitating discussion, completing minutes in a timely manner, and protecting the privacy of the meeting’s discussion. I’ve advised, “If you’re talking about something that relates to finances, your financial experts are the ones you might want to direct discussion to after you finish the introduction so questions are flowing to people…

Securities Law Exchange

States Remove Barriers to Virtual Annual Meetings in Light of COVID-19 Pandemic

By Kevin Douglas, Jay Knight, Eric Knox & David Venturella

March 23, 2020

In a previous blog post, we discussed the availability of virtual shareholder meetings (i.e., “virtual-only” and “hybrid” meetings) as a potential alternative to the traditional in-person meeting during the 2020 proxy season in light of the public health and safety crisis posed by the novel coronavirus (COVID-19) pandemic (we also discussed virtual annual meeting guidance provided by the SEC in a subsequent blog post). In response to COVID-19, states such as Connecticut,…

Securities Law Exchange

Senior Management and Boards in the Time of Social Distancing

By Scott Holley & Kevin Douglas

March 18, 2020

The ongoing fallout from the pandemic associated with the novel coronavirus (COVID-19) continues to challenge companies, boards and management teams across all aspects of their business. In trying times like these, senior management team members are meeting regularly to discuss the impact of the virus on their business operations and formulate contingency plans that must be put into place to manage through this difficult environment. Sometimes, management teams can be so focused on managing through…

Securities Law Exchange

COVID-19 and Material Adverse Change: M&A and Financing Considerations

By Scott Bell, Katie Smalley & Leslie Ford

March 16, 2020

The novel coronavirus (COVID-19) has already proven to have profound social, political and economic effects on the world, impacting nearly every continent, community and business sector. With the growing uncertainty about the extent to which such effects will be felt in the future, many companies have begun to evaluate their pending acquisition agreements and financing arrangements to consider the scope of terms such as “Material Adverse Change” and “Material Adverse Effect” (MAC), and the provisions…

Securities Law Exchange

SEC Staff Provides Guidance for Conducting Virtual Meetings in Light of COVID-19 Pandemic

By Kevin Douglas, Jay Knight, Eric Knox & David Venturella

March 15, 2020

In a previous blog post, we discussed the availability of virtual shareholder meetings (i.e., “virtual-only” and “hybrid” meetings) as a potential alternative to the traditional in-person meeting during the 2020 proxy season in light of the emerging public health and safety crisis posed by the coronavirus pandemic (COVID-19). The Staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance and Division of Investment Management subsequently issued guidance for conducting virtual annual meetings…

Securities Law Exchange

SECURITIES LAW AND PUBLIC COMPANY ADVISORY

Blog Authors

SEC Provides Welcome Relief from Reporting Requirements for Subsidiary Guarantors

More States Temporarily Ease Restrictions on Virtual Annual Meetings

High-Level Considerations for First-Quarter 2020 Earnings Releases and Guidance in Uncertain Times

COVID-19: Mitigating Enforcement and Litigation Disclosure Risks for Public Companies

SEC Staff Provides Relief to “Manual Signature” Retention Requirement in Light of COVID-19 Concerns

Guidance on Conducting Virtual Board Meetings

States Remove Barriers to Virtual Annual Meetings in Light of COVID-19 Pandemic

Senior Management and Boards in the Time of Social Distancing

COVID-19 and Material Adverse Change: M&A and Financing Considerations

SEC Staff Provides Guidance for Conducting Virtual Meetings in Light of COVID-19 Pandemic

Stay Connected

Company

Support

New to the Network