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Latest from Securities Law Exchange

Bass, Berry & Sims Remembers James H. Cheek, III

August 31, 2021

It is with a heavy heart that we inform you that our friend and Bass, Berry & Sims colleague Jim Cheek passed away last week. He was a legend in the legal industry, especially in the area of corporate and securities law, and he is remembered as an inspiring leader and mentor. His legal acumen and commitment to service and meaningful relationships with clients, colleagues, and friends have shaped our law firm and the broader legal…

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[Webinar] Lessons Learned from the Trenches of a SPAC and De-SPAC

By Bass, Berry & Sims

August 27, 2021

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Special purpose acquisition companies (SPACs) continue to pique investor interest as an attractive mechanism through which a private company can raise growth capital and become a publicly traded entity. As of June 2021, 330 SPACs have raised nearly $105 billion, a significant jump compared to previous years, according to SPAC Research. Further, SPACs and de-SPAC transactions are on the radar of the Securities and Exchange Commission which continues to consider investor protection measures. Please join…

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SEC Reduces Registration Filing Fee Effective October 1, 2021

By Eric Knox & David Venturella

August 25, 2021

On August 23, the Securities and Exchange Commission (SEC) announced that effective October 1, 2021, the fees that public companies and other issuers pay to register their securities with the SEC will be set at $92.70 per million dollars of the proposed maximum aggregate offering price of the securities to be registered, a 15% reduction as compared to the prior year. This annual adjustment to fees paid under Section 6(b) of the Securities Act also…

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“Actual Results May Differ Materially From These Estimates;” SEC Staff Objects to Disclaimer Language When Giving Preliminary Financial Results

By Jay Knight & Lauren Brown

August 24, 2021

It is probably safe to say that most public companies have experienced the difficult situation of needing to issue preliminary financial results after the quarter ends but before the customary date that financial results would otherwise be publicly released. A number of factors could cause this situation to arise, such as any of the following: A securities offering will be launched during this time period. The most recent quarter is materially different than market expectations…

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Popularity of SPACs in Healthcare Sector

By Jay Knight

August 16, 2021

I recently discussed the popularity of SPACs/de-SPAC transactions in the healthcare sector in an article featured in the Health Care M&A News publication. The rise in these types of transactions can be attributed to the market during and coming out of the COVID-19 pandemic. Speaking to the attraction of a de-SPAC transaction, I stated “There’s more deal certainty, pricing is discovered sooner, and you have a long-term investment partner in the form of a SPAC…

Securities Law Exchange

It’s a Rule! SEC Approves Nasdaq’s Board Diversity Proposal

By Sehrish Siddiqui

August 13, 2021

On August 6, 2021, the Securities and Exchange Commission (SEC) approved Nasdaq’s proposed rule that would require a listed company to comply with certain board diversity requirements, or explain why it does not (the Board Diversity Rules). Nasdaq proposed this rule late last year (see our blog post about Nasdaq’s proposed board diversity rules) to help make more transparent diversity in the boardroom. Overview of Board Diversity Rules In its approved form, the…

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A Survey of Recent SEC Comment Letters on Human Capital Disclosures

By Jay Knight & Grant Hauss

July 30, 2021

Late last year, the Securities and Exchange Commission (SEC) adopted amendments to modernize the description of business, legal proceedings, and risk factor disclosures that registrants are required to make according to Regulation S-K. An important component of these updates was the new requirement in Item 101 (Description of Business) of Regulation S-K to require registrants to make certain human capital disclosures to the extent material to an understanding of its business as a whole. The…

Securities Law Exchange

A Glimpse into Required Climate Risk Disclosure Considerations by the SEC

By Sehrish Siddiqui

July 30, 2021

On July 28, Securities and Exchange Commission (SEC) Chair Gary Gensler delivered remarks at the Principles for Responsible Investment’s Climate and Global Financial Markets Webinar. In his remarks, he offered a glimpse of responses received by SEC Commissioner Allison Herren Lee to her March 2021 call for input on climate change disclosures. (See our recent blog post summarizing recent efforts by the Biden administration.) Chairman Gensler also covered some of the items he has…

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“You Cannot Direct the Wind, But You Can Adjust Your Sails.” – The SEC Speaks on a Board’s Role in ESG Matters

By Sehrish Siddiqui

July 19, 2021

On June 28, Commissioner Allison Herren Lee delivered the Keynote Address at the 2021 Society for Corporate Governance National Conference. In it, she spoke on the ever-increasing role a company’s board of directors has within the environmental, social and governance (ESG) space. Notably, she provided some “key steps” for boards seeking to embrace their growing role in ESG matters and capitalize on the opportunities they present. Some of these key steps are highlighted below:…

Securities Law Exchange

ESG, SEC and the World Around Us

By Sehrish Siddiqui

July 8, 2021

We’ve seen the many efforts by the Securities and Exchange Commission (SEC) to regulate environmental, social and governance (ESG) disclosure on the domestic front (see here for our blog post that summarizes recent activity). Alongside these efforts, the SEC has not overlooked support for global ESG standards to address this global matter. Earlier this year, then-acting SEC Corporation Finance Director John Coates (and as of June 21, 2021, SEC General Counsel) expressed interest …

Securities Law Exchange

SECURITIES LAW AND PUBLIC COMPANY ADVISORY

Blog Authors

Bass, Berry & Sims Remembers James H. Cheek, III

[Webinar] Lessons Learned from the Trenches of a SPAC and De-SPAC

SEC Reduces Registration Filing Fee Effective October 1, 2021

“Actual Results May Differ Materially From These Estimates;” SEC Staff Objects to Disclaimer Language When Giving Preliminary Financial Results

Popularity of SPACs in Healthcare Sector

It’s a Rule! SEC Approves Nasdaq’s Board Diversity Proposal

A Survey of Recent SEC Comment Letters on Human Capital Disclosures

A Glimpse into Required Climate Risk Disclosure Considerations by the SEC

“You Cannot Direct the Wind, But You Can Adjust Your Sails.” – The SEC Speaks on a Board’s Role in ESG Matters

ESG, SEC and the World Around Us

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