Events & Publications
- Feb 18, 2021
- Publications
The Staff of the SEC’s Division of Corporation Finance recently issued a letter containing sample comments that the Staff may provide to issuers conducting securities offerings amid market and price volatility. The sample comments…
- Jan 12, 2021
- Publications
The NYSE has extended through March 31 its waiver of shareholder approval requirements regarding issuances to directors, officers and substantial security holders, and private placements in excess of 20% of a company’s common stock.…
- Jan 04, 2021
- Publications
The Division of Corporation Finance recently issued CF Disclosure Guidance: Topic 11 – Special Purpose Acquisition Companies. This guidance highlights disclosure considerations for SPACs at both the IPO and business combination…
- Dec 29, 2020
- Publications
On Christmas Eve, the European Commission and the UK government reached agreement on the terms of a EU-UK Trade and Cooperation Agreement, averting the economically and legally disruptive impact of a “no deal Brexit.” The Agreement…
- Dec 28, 2020
- Publications
The SEC recently adopted amendments to the advertising and cash solicitation rules under the Investment Advisers Act, creating a merged rule intended to modernize the regulatory regime to reflect changes in the investment advisory…
- Dec 28, 2020
- Publications
The SEC recently proposed amendments to Rule 144. The proposed amendments include mandatory electronic filing of Form 144 with respect to securities issued by issuers subject to Exchange Act reporting requirements; an extended Form…
- Dec 23, 2020
- Publications
The U.K.’s Financial Conduct Authority (FCA) recently adopted a rule requiring commercial companies with a premium listing on the London Stock Exchange to provide, on a modified comply-or-explain basis, disclosures on how they are…
- Dec 22, 2020
- Publications
Following a petition to review filed by the Council of Institutional Investors, the SEC has again approved the NYSE’s proposed rule change to permit primary direct floor listings—direct listings with a primary capital raise. This…
- Dec 21, 2020
- Publications
Our December 2020 Securities Practice Update summarizes significant recent SEC initiatives and other public company developments that we have highlighted over the past few months in our alerts.
- Dec 21, 2020
- Publications
President Trump recently signed into law the Holding Foreign Companies Accountable Act, which could effectively result in the delisting of non-U.S. SEC reporting companies—particularly from China—whose financial statements have, for a …
- Dec 18, 2020
- Publications
The SEC recently adopted final disclosure rules that will require resource extraction issuers to disclose payments made to the U.S. federal government or foreign governments for the commercial development of oil, natural gas or…
- Dec 04, 2020
- Publications
The U.S. House of Representatives recently passed the Holding Foreign Companies Accountable Act, which could effectively result in the delisting of non-U.S. SEC reporting companies (particularly from China) whose financial statements…
- Dec 03, 2020
- Publications
In a watershed moment for corporate governance in the United States, Nasdaq has proposed board diversity and disclosure requirements as a condition to continued listing. This is the latest in a series of developments spotlighting…
- Dec 02, 2020
- Publications
The SEC has proposed amendments to modernize the securities law framework for equity compensation offerings to employees and other service providers. The amendments are intended to reduce compliance burdens for issuers by simplifying …
- Dec 02, 2020
- Publications
The SEC has proposed amendments that would permit, for a temporary five-year trial period, companies to offer equity compensation to “platform workers” (gig economy workers who provide services by means of an internet- or other…
- Dec 01, 2020
- Publications
The staff of the SEC’s Division of Corporation Finance recently issued CF Disclosure Guidance Topic No. 10 regarding certain disclosure considerations for companies based, or with the majority of their operations, in China. In the…
- Nov 24, 2020
- Publications
The SEC has adopted amendments to the financial disclosure requirements of Regulation S-K, including the requirements governing the presentation of Management’s Discussion and Analysis. These amendments are a part of the SEC’s…
- Nov 24, 2020
- Publications
The SEC has adopted amendments to the financial disclosure requirements of Regulation S-K, including the requirements governing the presentation of Management’s Discussion and Analysis. These amendments are a part of the SEC’s…
- Nov 19, 2020
- Publications
As part of its modernization efforts, the SEC has adopted amendments to allow for electronic signature of documents filed with the SEC via EDGAR. The SEC has also revised rules and forms under the Securities Act, Exchange Act and…
Corporate partner Lawrence Wee will participate in a panel, “Covenant Trends Across Leveraged Finance: A Less-Than-Efficient Frontier,” as part of the Goldman Sachs Credit Outlook Conference: Insights into 2021 Virtual Conference.
- Nov 17, 2020
- Publications
ISS has issued its final voting policies for the upcoming proxy season. While there are a few important changes to its U.S. voting policies, ISS’s most significant move this season may not be these updates, but rather the termination…
- Nov 06, 2020
- Publications
In an effort to ease the burden on issuers seeking to access capital in private placement markets, the SEC recently adopted a number amendments to modernize, harmonize and simplify the exempt offering framework, including an overhaul…
- Oct 27, 2020
- Publications
The International Swaps and Derivatives Association, Inc. (ISDA) recently launched the IBOR Fallbacks Supplement to the 2006 ISDA Definitions and the ISDA 2020 IBOR Fallbacks Protocol to address the expected cessation of various…
- Oct 20, 2020
- Publications
In an effort to modernize its auditor independence rules, the SEC recently adopted amendments to certain auditor independence requirements set forth in Regulation S-X. Under the amendments, certain relationships and services that…
- Oct 09, 2020
- Publications
In an effort to assist small businesses with their capital raising needs, the SEC recently proposed an exemptive order which, if issued, would offer limited conditional exemptions from broker-dealer registration for individuals who…
- Oct 12, 2020
- Publications
On October 1, the Antitrust Division of the U.S. Department of Justice issued a business review letter finding that a proposal of the International Swaps and Derivatives Association (ISDA) relating to amendments to ISDA’s model…
- Sep 29, 2020
- Publications
The SEC recently adopted amendments to modernize important aspects of the Rule 14a-8 process for shareholder proposals to be included in domestic SEC reporting company proxy statements. These amendments adopt a tiered system of…
- Sep 29, 2020
- Publications
The SEC recently settled charges against BMW AG and two of its U.S. subsidiaries for inaccurate and misleading disclosures included in offering memoranda for Rule 144A offerings of bonds in the United States. The enforcement action…
- Sep 22, 2020
- Publications
The SEC recently adopted amendments to its proxy solicitation rules that codify its view that proxy voting advice constitutes a solicitation under the proxy rules; clarify that a failure by proxy advisory firms to provide material…
- Sep 18, 2020
- Publications
The SEC recently published proposed listing rule changes filed by Nasdaq that would permit companies undertaking a direct listing on Nasdaq to raise capital. Under the revised rules, companies would be permitted to undertake an IPO…
- Sep 09, 2020
- Publications
The SEC recently approved a rule change filed by the NYSE that modifies direct listings provisions, in effect allowing companies to undertake an initial public offering and concurrent NYSE listing without the use of underwriters to…
- Sep 08, 2020
- Publications
The European Securities and Markets Authority (“ESMA”) has published new guidelines on disclosure requirements under the Prospectus Regulation (the “Guidelines”) (available here) that update and replace the recommendations of the…
- Sep 01, 2020
- Publications
The SEC has adopted amendments to Regulation S-K that update disclosure requirements concerning the general development of a registrant’s business, the narrative description of the business, material pending legal proceedings and risk …
- Aug 31, 2020
- Publications
The SEC recently adopted final amendments to the definitions of “accredited investor” (AI) and “qualified institutional buyer” (QIB) to include new AI categories of natural persons and entities, and an expanded list of eligible…
- Aug 17, 2020
- Publications
In July, the European Commission adopted a series of legislative reform proposals (the “Recovery Package”) aimed at facilitating post-COVID-19 economic recovery.
- Aug 07, 2020
- Publications
On August 6, the President’s Working Group on Financial Markets released its report in response to President Trump’s mandate that it set forth recommendations to address the continued constraints on access by the Public Company…
- Jul 22, 2020
- Publications
Among others, the SEC now requires that proxy advisory firms wishing to rely on certain proxy solicitation rule exemptions must establish reasonable policies and procedures to give all companies access to their voting advice before or …
- Jul 22, 2020
- Publications
The SEC has proposed amendments to Rule 13f-1 of the Securities Exchange Act and Form 13F. The principal proposed changes would raise the reporting threshold from $100 million to $3.5 billion and eliminate the so-called “omission…
- Jul 08, 2020
- Publications
The SEC recently approved the NYSE’s rule proposal to extend until September 30, 2020, the temporary waiver of certain requirements under the NYSE’s shareholder approval rule. The waiver applies to equity issuances to related parties…
- Jun 24, 2020
- Publications
On June 22, the DOJ’s Antitrust Division and the SEC announced that they have signed a memorandum of understanding to enhance cooperation between the two agencies. Beyond continuing cooperation in rulemaking, investigations and…
- Jun 24, 2020
- Publications
The SEC’s Division of Corporation Finance provided additional guidance June 23 on disclosure matters that SEC reporting companies should consider with respect to COVID-19 and related business and market disruptions, updating guidance…
- Jun 17, 2020
- Publications
In its most recent Market Watch Newsletter (available here), the UK Financial Conduct Authority (“FCA”) has published guidance on market conduct and transaction reporting issues in light of COVID-19. The key message in the guidance is …
- May 27, 2020
- Publications
On May 20, 2020, the SEC adopted final rules amending Regulation S-X to streamline the information that SEC registrants must disclose in connection with significant acquisitions of other businesses as well as dispositions.
- May 26, 2020
- Publications
As many Chinese companies with SEC reporting obligations have taken advantage of the relief provided by the U.S. Securities and Exchange Commission to delay the filings of their annual reports on Form 20-F, we outline key disclosure…
- May 19, 2020
- Publications
The SEC approved, with immediate effect, a proposed NYSE rule change that provides NYSE-listed companies with a temporary COVID-19 exception through June 30 to the 20% shareholder approval requirement for private placements. The…
- May 08, 2020
- Publications
The SEC recently approved a rule change that provides Nasdaq-listed companies with a limited temporary exception to the shareholder approval requirement for private placements and a narrow related exception for an affiliate’s…
- Apr 30, 2020
- Publications
In light of the continuing, unprecedented decline in the U.S. and global equity markets, the NYSE and the Nasdaq Stock Market recently modified their listing requirements relating to market capitalization and $1.00 minimum price (in…
- Apr 20, 2020
- Publications
Nasdaq recently addressed some questions that Nasdaq-listed companies may have related to disruptions caused by COVID-19. Concurrently, the SEC Staff provided new guidance regarding Form 144 filing requirements in light of COVID-19…
- Apr 20, 2020
- Publications
The SEC is temporarily waiving certain requirements under the NYSE’s shareholder approval rule applicable to equity issuances to related parties and equity issuances in private placements in excess of 20%.
- Apr 20, 2020
- Publications
On April 15, ISDA announced preliminary results of its second market consultation regarding the implementation of pre-cessation fallbacks for derivatives contracts referencing LIBOR. ISDA found that “a significant majority of…
- Apr 09, 2020
- Publications
On April 8, 2020, the Alternative Reference Rate Committee (“ARRC”), a working group convened to help prepare for the cessation of the U.S. dollar London Interbank Offered Rate (USD LIBOR), announced that it had agreed on a…
- Mar 30, 2020
- Publications
On March 26, UK regulatory bodies granted temporary relief and issued guidance to listed companies and auditors as a result of the increasing challenges posed by COVID-19.
- Mar 29, 2020
- Publications
Notwithstanding COVID-19-related market volatility and associated challenges faced by market participants, UK regulators have affirmed that the timetable for LIBOR’s anticipated cessation at the end of calendar year 2021 currently…
- Mar 26, 2020
- Publications
The SEC announced March 25th that it was extending filing periods covered by the conditional reporting relief announced March 4. Concurrently, the Division of Corporation Finance issued guidance and questions for reporting companies…
- Mar 23, 2020
- Publications
In recent days, scores of companies have either withdrawn or revised downward previously issued guidance due to the continuing adverse impacts of the COVID-19 pandemic, with most opting to withdraw. We highlight important areas to…
- Mar 17, 2020
- Publications
As the coronavirus (COVID-19) pandemic continues to slow commerce, most companies face serious challenges in almost all areas of their businesses. The recent turmoil and volatility of public financial markets has resulted in many…
- Mar 17, 2020
- Publications
On March 2, the SEC published final rules (available here) amending and simplifying the financial disclosure requirements of Rule 3-10 of Regulation S-X for issuers and guarantors of registered guaranteed debt securities and of Rule…
- Mar 17, 2020
- Publications
As we enter the run-up to peak proxy season and with travel restrictions and “social distancing” measures increasing, companies face challenges on how to address the coronavirus (COVID-19) outbreak in the context of their annual…
- Mar 14, 2020
- Publications
The UK and Ireland have been added to the existing ban on entry into the U.S. of foreign nationals who have been in any of 26 countries in Europe during the 14 days prior to their entry.
- Mar 13, 2020
- Publications
As market reaction to the coronavirus outbreak leads to declining trading prices for bank loans and notes, many debt issuers and their private equity sponsors are considering repurchasing their outstanding debt to capture discount. We …
- Mar 12, 2020
- Publications
President Trump signed a proclamation restricting and suspending the entry into the United States of foreign nationals who have been within Europe’s Schengen Area during the 14 days prior to their entry. U.S. citizens and others not…
- Mar 11, 2020
- Publications
As peak proxy season approaches and travel restrictions and quarantines increase, companies face challenges on how to address the coronavirus (COVID-19) outbreak in the context of their annual shareholders meetings. In this memo, we…
- Feb 20, 2020
- Publications
The Securities and Exchange Commission recently addressed financial reporting considerations and potential SEC relief in light of the effects of the novel coronavirus. These effects may be important to SEC-reporting companies that…
- Mar 04, 2020
- Publications
As the coronavirus (COVID-19) continues to spread, SEC reporting companies and their boards need to consider the impacts of the outbreak not just from business continuity and risk management perspectives, but also on their public…
- Feb 03, 2020
- Publications
On January 30, the U.S. Securities and Exchange Commission (the “SEC”) published proposed amendments to modernize, simplify and enhance certain financial disclosure requirements set forth in Regulation S-K.
Corporate partner David Huntington participated in Society for Corporate Governance’s “Essentials For Corporate Governance,” the Society’s signature instructional program on the responsibilities of corporate secretaries and other…
- Jan 23, 2020
- Publications
Yesterday, the Withdrawal Agreement Bill, which is necessary to implement the Withdrawal Agreement, was approved by Parliament and is expected to receive royal assent by the end of the week.
- Jan 22, 2020
- Publications
It is widely expected that within two years, by the end of 2021, the London Interbank Offered Rate (“LIBOR”) will no longer be published by LIBOR panel banks. Recognizing the potential impact LIBOR’s cessation could have on lenders,…
- Jan 14, 2020
- Publications
Three and a half years after the June 2016 referendum, the UK in all likelihood will leave the EU. While the departure date technically is January 31, 2020, in fact little will change on January 31 as the departure date will be…
- Jan 08, 2020
- Publications
The U.S. Securities and Exchange Commission (the “SEC”) has issued a release (the “Proposing Release”) (available here) proposing amendments that expand the definitions of “accredited investor” (“AI”) and “qualified institutional…
- Jan 06, 2020
- Publications
On December 30, 2019, the SEC Chairman, Jay Clayton, the SEC’s Chief Accountant, Sagar Teotia, and the Director of the SEC’s Division of Corporation Finance, William Hinman, issued a joint statement (the “Statement”) (available here)…
- Jan 06, 2020
- Publications
The annual AICPA Conference on Current SEC and PCAOB Developments has become a highly anticipated source of information on the latest issues and trends in financial reporting, accounting and auditing.
- Nov 26, 2019
- Publications
In September 2019, the SEC adopted a new rule (available here) under the Securities Act of 1933 extending a “test-the-waters” accommodation, previously available only to emerging growth companies (“EGCs”), to all issuers.
- Nov 21, 2019
- Publications
On November 5, 2019, Vietnam-based cryptocurrency exchange VinDAX was hacked, losing half a million U.S. dollars’ worth of funds spread across 23 different cryptocurrencies.[1]
- Nov 18, 2019
- Publications
U.S. proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass Lewis have issued updates to their respective voting policies for the 2020 proxy season.
- Nov 14, 2019
- Publications
Last week, the Securities and Exchange Commission voted 3-2 to propose amendments to its proxy solicitation rules as applicable to proxy voting advice and its Rule 14a-8 shareholder proposal procedures.
- Oct 01, 2019
- Publications
On September 26, the U.S. Securities and Exchange Commission (the “SEC”) announced that it has adopted a new rule under the U.S. Securities Act of 1933 (the “Securities Act”) extending a “test-the-waters” accommodation, currently…
- Sep 20, 2019
- Publications
On July 21, Regulation (EU) 2017/1129 (the “Prospectus Regulation”) came fully into force, repealing and replacing Directive 2003/71/EC, as amended (the “Prospectus Directive”).
- Aug 28, 2019
- Publications
On August 21, 2019, the Securities and Exchange Commission (“SEC”) approved much anticipated guidance regarding the applicability of proxy rules to proxy voting advice and related guidance regarding proxy voting responsibilities of…
- Aug 21, 2019
- Publications
On August 8, 2019, the Securities and Exchange Commission proposed amendments to Regulation S-K that aim to modernize the descriptions of business and legal proceedings, and risk factor disclosure requirements.
- Aug 16, 2019
- Publications
Britain has a new Prime Minister and a new cabinet. In spite of the change in the leadership of the Conservative Party, the dominant question remains: what of Brexit?
- Jul 01, 2019
- Publications
In May, the Financial Conduct Authority (“FCA”) published “Policy Statement: PS 19/13, Proposals to promote shareholder engagement: Feedback to CP19/7 and final rules” discussing the implementation of the new related party transaction …
- Jun 25, 2019
- Publications
On June 5, 2019, by a vote of 3-1, the Securities and Exchange Commission adopted a package of rulemakings and interpretations addressing investors’ relationships with broker-dealers and investment advisers.
- Jun 25, 2019
- Publications
As an aid to those trying to keep track of the moving pieces in Britain and across the Channel as the Brexit saga continues, we summarize in this update of our Brexit Lexicon the key concepts, key players and, most importantly, key…
- Jun 17, 2019
- Publications
On July 1, 2018, the revised Financial Conduct Authority (“FCA”) rules on the availability of information in the UK IPO process became effective. The rules were introduced with a goal of improving the quality and timeliness of…
- May 23, 2019
- Publications
In May 2019, the SEC announced a proposal to amend the definitions of “accelerated filer” and “large accelerated filer” under Rule 12b-2 of the Exchange Act, in an ongoing effort to reduce costs and reporting requirements for…
- May 13, 2019
- Publications
On May 3, the SEC proposed rule changes (available here) to streamline the information that investors receive in connection with significant acquisitions of other businesses.
- Apr 02, 2019
- Publications
The SEC has adopted amendments (the “Amendments,” available here) to Regulation S-K and related rules and forms to modernize and simplify disclosure requirements for public companies, investment advisers and investment companies.
- May 30, 2019
- Publications
As an aid to those trying to keep track of the moving pieces in Britain and across the Channel as the Brexit saga continues, we summarize in this update of our Brexit Lexicon the key concepts, key players and, most importantly, key…
- Mar 13, 2019
- Publications
In February 2019, The Nasdaq Stock Market LLC (“Nasdaq”) filed notice with the SEC of a proposed rule change creating new Listing Rule IM-5315-1 (available here; the text of the revised rule is available here) to the Nasdaq Global…
London-based securities partner Mark Bergman will speak on a panel at the Practising Law Institute’s 18th Annual Institute on Securities Regulation in Europe.
- Mar 08, 2019
- Publications
As an aid to those trying to keep track of the moving pieces in Britain and across the Channel as the Brexit deadline of March 29, 2019 approaches, we set out in this update of our Brexit Lexicon the key concepts, key players and,…
- Feb 20, 2019
- Publications
On February 19, the SEC proposed a rule (available here) that would expand the “test-the-waters” accommodation—currently available only to emerging growth companies, or “EGCs”—to all issuers, including investment company issuers.
- Feb 11, 2019
- Publications
The European Securities and Markets Authority (“ESMA”) has issued updates to its guidance on prospectuses in the form of new questions and answers (“Q&As”) relating to the Prospectus Directive (available here) and Transparency…
- Feb 04, 2019
- Publications
As an aid to those trying to keep track of the moving pieces in Britain and across the Channel as the Brexit deadline of March 29, 2019 approaches, we set out in this Brexit Lexicon the key concepts and players, which we continue to…
In this video, corporate partners Chris Cummings and Andrew Foley discuss significant U.S. legal and regulatory developments during 2018 that may be of interest to Canadian companies and their advisors.
- Jan 07, 2019
- Publications
On December 11, 2018, the Securities and Exchange Commission (SEC) obtained a victory in its enforcement action against Alpine Securities Corporation, a broker that cleared transactions for microcap securities that were allegedly used …
- Jan 08, 2019
- Publications
In mid-December 2018, speakers and panelists representing regulatory and standard-setting bodies as well as auditors, registrants, securities counsel and other industry experts gathered in Washington D.C. for the 2018 AICPA Conference …
- Jan 03, 2019
- Publications
After several years of consideration, the Securities and Exchange Commission has adopted final rules to require disclosure of hedging practices or policies in proxy and information statements relating to the election of directors.
- Dec 19, 2018
- Publications
- Dec 11, 2018
- Publications
Since the June 2016 Brexit referendum, we have chronicled in a series of alerts the tremendous level of uncertainty and the potentially far reaching effects of the different Brexit scenarios.
- Nov 27, 2018
- Publications
U.S. regulations imposing stay requirements on the terms of swaps, repurchase agreements and other qualified financial contracts of globally systemically important banks (GSIBs) take effect on January 1, 2019 in support of a policy…
- Nov 26, 2018
- Publications
As an aid to those trying to keep track of the moving pieces, we set out below the key concepts and players in a slightly different format. This update reflects events up through November 25th, the date on which the draft Withdrawal…
- Nov 26, 2018
- Publications
Following months of negotiations, on November 25th, the negotiating teams for the UK Government, led by Prime Minister Theresa May, and the European Union, led by its chief Brexit negotiator Michel Barnier, reached agreement on a…
In this video, corporate partners Andrew Foley and Ted Maynard discuss significant U.S. legal and regulatory developments during the third and second quarters of 2018 that may be of interest to Canadian companies and their advisors.
- Oct 29, 2018
- Publications
On October 16, 2018, the Securities and Exchange Commission (the “SEC”) issued a Report of Investigation (“Report”) (available here) cautioning public companies to carefully consider cyber threats when implementing and maintaining…
- Oct 15, 2018
- Publications
The Association for Financial Markets in Europe (“AFME”) and the European Association of Independent Research Providers (“Euro IRP”) recently published industry-wide guidance (the “Guidance”) in respect of the rules adopted by the UK…
- Sep 15, 2018
- Publications
Ten years after the collapse of Lehman Brothers, market participants and other global companies operate in a markedly changed regulatory enforcement and compliance landscape. This memorandum discusses the legal and business…
- Sep 04, 2018
- Publications
On August 17, 2018, the Securities and Exchange Commission (the “SEC”) adopted amendments (available here) to certain of its disclosure requirements that have become redundant, duplicative, overlapping, outdated or superseded, in…
- Aug 29, 2018
- Publications
With exactly seven months remaining until the United Kingdom is scheduled to withdraw from the European Union, its negotiations with the EU on the terms of its withdrawal and its future relationship are, in the words of Prime Minister …
- Aug 30, 2018
- Publications
As the Brexit negotiations between the UK and the EU27 (not to mention the internecine battles among factions in the Conservative Party, the cabinet and Parliament) continue, keeping track of the players and their positions, and where …
- Aug 06, 2018
- Publications
The SEC recently proposed rules that amend and simplify disclosure requirements for issuers and guarantors of registered offerings of guaranteed and secured notes. The proposed rules are intended to focus disclosures on material…
- Jul 26, 2018
- Publications
The SEC recently adopted final rules to revise Securities Act Rule 701(e), which allows private companies to offer securities to employees without having to comply with federal registration requirements.
- Jul 05, 2018
- Publications
On June 28, the SEC voted on several final rules and rule proposals, including the adoption of final rules that broaden the definition of “smaller reporting company” and that require the use of the Inline XBRL format in certain…
- Jul 02, 2018
- Publications
The second anniversary of the Brexit referendum is upon us, an entirely inconclusive meeting between Prime Minister Theresa May and her fellow members of the European Council has just ended, and the proverbial clock continues to count …
- Jun 19, 2018
- Publications
On June 11, 2018, the UK Financial Conduct Authority (the “FCA”) published a special edition of its Primary Market Bulletin containing a consultation (the “Consultation”) on an update to its existing guidance on periodic financial…
- Jun 08, 2018
- Publications
The SEC, following approval by the Federal Reserve, Treasury, the FDIC and the CFTC, recently proposed amendments to the “Volcker Rule,” a key element of the Dodd-Frank Act. The proposed amendment are designed to simplify the Volcker…
- May 31, 2018
- Publications
On May 24, following passage in both the House and Senate earlier this year, President Trump signed into law a financial services reform bill relaxing certain elements of the Dodd-Frank Wall Street Reform and Consumer Protection Act…
- May 24, 2018
- Publications
On February 21, the SEC issued an interpretive release providing guidance to assist reporting companies in preparing disclosures concerning cybersecurity risks and incidents.
- May 07, 2018
- Publications
On April 18, 2018, by a vote of 4-1, the Securities and Exchange Commission proposed a package of rulemaking and interpretations addressing investors’ relationships with broker-dealers and investment advisers.
- May 03, 2018
- Publications
On April 24, 2018, the Securities and Exchange Commission announced that Altaba, the company formerly known as Yahoo! Inc., agreed to pay a $35 million penalty as part of a cease-and-desist order to settle charges that it misled…
- May 03, 2018
- Publications
Two new European regulatory regimes came into force in January 2018, bringing about sweeping changes for many market participants involved in offers and sales of financial instruments in Europe.
- Apr 26, 2018
- Publications
The EU General Data Protection Regulation (the “GDPR”), approved and adopted by the European Union in April 2016, takes effect in all member states of the European Union on May 25, 2018.
- Apr 23, 2018
- Publications
On March 16, 2018, the Center for Audit Quality (the “CAQ”) published Non-GAAP Financial Measures: A Roadmap for Audit Committees (the “Roadmap”) to provide guidance to audit committees on advancing their oversight and involvement…
- Mar 23, 2018
- Publications
On March 12, 2018, the Securities and Exchange Commission (the “SEC”) issued a cease-and-desist order against Credit Karma, Inc. (“Karma”) for failure to comply with the disclosure requirements of Rule 701 promulgated under the…
- Mar 20, 2018
- Publications
The Senate recently voted 67-31 in favor of the Economic Growth, Regulatory Relief and Consumer Protection Act. The legislation, if enacted into law, would represent one of the most significant changes to the Dodd-Frank Wall Street…
- Mar 20, 2018
- Publications
The U.S. Court of Appeals for the Fifth Circuit recently set aside the Department of Labor’s (DOL) so-called “fiduciary rule,” holding that it exceeded the regulatory authority granted to DOL by the Employee Retirement Income Security …
- Feb 27, 2018
- Publications
The SEC recently provided updated guidance on cybersecurity-related disclosure obligations. We discuss the SEC’s new interpretive guidance, which seeks to assist companies in preparing disclosure concerning cybersecurity risks and…
- Feb 15, 2018
- Publications
The SEC recently approved a rule change proposed by the New York Stock Exchange designed to facilitate the direct listing of company shares without conducting an IPO.
- Jan 23, 2018
- Publications
Headlines in mid-December trumpeted a breakthrough on the Brexit discussions between the UK and the EU27.
For our most recent update click here.
In this video, corporate partners Andrew Foley and Ted Maynard discuss the significant U.S. legal and regulatory developments during the fourth quarter of 2017 of interest to Canadian companies and their advisors.
- Jan 10, 2018
- Publications
On December 22, 2017, the Securities and Exchange Commission (the “SEC”) published new guidance for SEC reporting companies, auditors and others to help ensure timely public disclosures of the accounting impacts of the Tax Cuts and…
- Dec 21, 2017
- Publications
Recent headlines trumpeted a breakthrough on the Brexit discussions between the UK and the EU27 and, while it is correct that an important milestone has been achieved, many observers see the next phase as the hard part because…
- Dec 12, 2017
- Publications
The publication on Friday morning (December 8) of the Joint Report from the Negotiators of the European Union and the United Kingdom Government on Progress during Phase 1 of Negotiations Under Article 50 TEU on the United Kingdom’s…
- Dec 12, 2017
- Publications
The SEC has approved an NYSE rule change prohibiting listed companies from issuing material news after the official closing time for the NYSE’s trading session until the earlier of 4:05 p.m. Eastern Time or the publication of the…
- Dec 08, 2017
- Publications
One of the key messages conveyed by the Staff (the “Staff”) of the SEC’s Division of Corporation Finance (the “Division”) at the annual gathering in Washington, D.C. for the AICPA’s 2017 Conference on Current PCAOB and SEC…
- Nov 13, 2017
- Publications
The UK Financial Conduct Authority (the “FCA”) recently published a policy statement (the “Policy Statement”) that addresses the availability of information as part of the initial public offering (“IPO”) process in the United Kingdom.
- Nov 08, 2017
- Publications
On October 26, 2017, the UK Financial Conduct Authority (the “FCA”) published a policy statement (the “Policy Statement”) that introduces a number of changes to the UK Listing Rules (“LRs”) and related guidance.
- Nov 08, 2017
- Publications
Private companies granting share-based compensation to their employees often will rely on Rule 701 under the Securities Act of 1933 (the “Securities Act”), particularly if the employees being granted options or restricted stock units…
- Nov 01, 2017
- Publications
On January 3, 2018, the European Union’s revised Markets in Financial Instruments Directive (“MiFID II Directive”) and the new Markets in Financial Instruments Regulation (“MiFIR,” and together with the MiFID II Directive, “MiFID II”) …
- Oct 23, 2017
- Publications
The SEC has proposed amendments to Regulation S-K and related rules to improve readability and navigability of disclosure documents and to discourage disclosure of immaterial or repetitive information. We discuss the proposed…
- Oct 16, 2017
- Publications
The Department of the Treasury recently issued a report outlining proposed changes to U.S. capital markets regulations, providing a regulatory “road map” for the SEC and the CFTC. The reforms, including several aimed at expanding and…
In this video, corporate partners Andrew Foley and Ted Maynard discuss the significant U.S. legal and regulatory developments during the third quarter of 2017 of interest to Canadian companies and their advisors.
- Oct 05, 2017
- Publications
London-based partner Mark Bergman and associate Sofia Martos published an article in the October 5 edition of Bloomberg BNA Securities Law Daily.
- Sep 28, 2017
- Publications
On September 21, the Securities and Exchange Commission (“SEC”) and its Division of Corporation Finance issued interpretative guidance on the calculation of CEO pay ratio disclosure for public companies.
- Sep 27, 2017
- Publications
The European Commission recently issued a proposed regulation establishing a framework for screening foreign investments into the European Union. The regulation, if adopted, would authorize EU member states, as well as the Commission…
London-based securities partner Mark Bergman will participate in an hour-long briefing by the Practising Law Institute, “Accessing the U.S. Capital Markets From Europe Without SEC Registration: Understanding the Interplay Between…
In this video, corporate partners Andrew Foley and Ted Maynard discuss the significant U.S. legal and regulatory developments during the second quarter of 2017 of interest to Canadian companies and their advisors.
- Aug 08, 2017
- Publications
Recently, the International Swaps and Derivatives Association published the ISDA 2017 OTC Equity Derivatives T+2 Settlement Cycle Protocol, the newest installment of ISDA’s mechanism aimed at facilitating the multilateral and…
- Jul 11, 2017
- Publications
On June 30, 2017, the final text of a new EU regulation entitled “Regulation on the prospectus to be published when securities are being offered to public or admitted to trading on a regulated market” (the “Prospectus Regulation”)was…
- Jul 07, 2017
- Publications
The SEC will allow all issuers to submit for review IPO draft registration statements and certain other registrations on a confidential basis beginning July 10.
- Jun 20, 2017
- Publications
The Treasury Department recently issued the first of four reports in response to President Trump’s February executive order setting forth “Core Principles” intended to guide U.S. financial regulatory system reform. This first report…
- Jun 12, 2017
- Publications
On June 8, the House of Representatives passed a revised version of the Financial CHOICE Act that would repeal or modify significant portions of the Dodd-Frank Act and address a wide range of other financial regulations.
- Jun 09, 2017
- Publications
On June 1, the Public Company Accounting Oversight Board adopted a new audit standard requiring disclosure of “critical audit matters” in the auditor’s report. The new audit standard is subject to approval by the SEC.
There was a flurry of U.S. legal and regulatory developments during the first quarter of 2017.
Corporate partner Raphael Russo will speak at the Practicing Law Institute’s 2017 Private Placements and Hybrid Securities Offerings seminar.
- Apr 27, 2017
- Publications
President Trump recently directed the review of provisions of the Dodd-Frank Act relating to orderly liquidation of non-bank financial institutions and the powers of the Financial Stability Oversight Council. While not resulting in…
The Securities and Exchange Commission has issued a notice with new disclosure requirements that further modernize reporting standards.
- Apr 10, 2017
- Publications
Following a recent judgment by the D.C. District Court finding that certain provisions of the SEC’s “conflict minerals” disclosure rule violate companies’ First Amendment rights, the SEC has indicated that it will not enforce those…
- Mar 27, 2017
- Publications
In a 4-1 split decision in The Williams Cos., Inc. v. Energy Transfer Equity, L.P., et al., the Delaware Supreme Court affirmed the Court of Chancery’s decision permitting termination of a merger agreement by the acquirer based on the …
- Mar 23, 2017
- Publications
On March 22, 2017, the Securities and Exchange Commission (“SEC”) adopted, as proposed, an amendment to Rule 15c6-1(a) under the Securities Exchange Act of 1934 to shorten by one business day the standard settlement cycle for most…
- Mar 14, 2017
- Publications
In line with its objective of ensuring the UK capital markets function well and remain effective, last year the UK Financial Conduct Authority (the “FCA”) committed, as part of its 2016/17 Business Plan, to conduct a review of the…
- Mar 03, 2017
- Publications
On March 1, 2017, the Securities and Exchange Commission issued several proposed and final rules intended to update certain disclosure requirements. This memorandum describes the updated rules, which affect a variety of issuers.
- Feb 09, 2017
- Publications
On February 3, President Donald Trump signed an executive order setting forth "Core Principles" intended to guide the regulation of the U.S. financial system. Although not specifically mentioned, revisions to the Dodd-Frank Act are…
- Jan 19, 2017
- Publications
The SEC recently announced a settlement with Allergan, Inc.,
under which Allergan agreed to pay a $15 million penalty and
admitted to violating requirements to update prior disclosure to
reflect M&A negotiations in which the…
- Jan 18, 2017
- Publications
On January 17, 2017, the Court of Appeals for the Second Circuit
issued its long-anticipated opinion in Marblegate Asset
Management, LLC v. Education Management Finance
Corp., ruling that Section
316(b) of the Trust Indenture…
- Jan 09, 2017
- Publications
The following is a roundup of significant U.S. legal and regulatory developments during 2016 of interest to Canadian companies and their advisors.
- Dec 02, 2016
- Publications
U.S. proxy advisory firms ISS and Glass Lewis recently issued
their respective voting policies for the 2017 proxy season. In this
client memorandum, we summarize key policy changes. The changes
show a consensus in approach…
In this video, corporate partner Andrew Foley, a member of the
Canadian Practice Group, discusses third-quarter U.S. legal
developments that could impact Canadian companies and their
advisors, including increased scrutiny of…
- Nov 03, 2016
- Publications
On November 1, 2016, the staff of the Securities and Exchange
Commission's Division of Corporation Finance issued an interpretive
letter concluding that, for purposes of Rule 144 of the Securities
Act, the holding period for…
- Nov 03, 2016
- Publications
The U.K. High Court today held that the U.K. Secretary of State
does not have the power to give notice pursuant to Article 50 of
the Treaty on the European Union for the nation to withdraw from
the European Union. According …
- Oct 31, 2016
- Publications
The Securities and Exchange Commission has voted 2 to 1 to
propose to require the use of universal proxy cards by both
companies and dissidents in contested director elections.
While both sides would still be able to use…
- Oct 21, 2016
- Publications
In this edition of the Paul, Weiss Private Equity Digest, we discuss China-U.S. crossborder deal risks for U.S. sellers and possible ways to address those risks.
- Oct 20, 2016
- Publications
The following is our summary of significant U.S. legal and
regulatory developments during the third quarter of 2016 of
interest to Canadian companies and their advisors.
- Sep 15, 2016
- Publications
On August 25, 2016, the SEC adopted amendments to Form ADV, and
amendments to Rule 204-2 (the "Recordkeeping Rule") and certain
other rules under the Investment Advisers Act of 1940, as amended
(the "Advisers Act") which…
- Sep 08, 2016
- Publications
The SEC recently proposed rule and form amendments that would
require SEC registrants when filing registration statements or
periodic or current reports that are subject to the exhibit
requirements under Section 601 of Regulation …
- Aug 01, 2016
- Publications
The following is our summary of significant U.S. legal and
regulatory developments during the second quarter of 2016 of
interest to Canadian companies and their advisors.
Corporate partner Ray Russo will participate in a panel
discussion at the Practising Law Institute's "Private Placements
and Hybrid Securities Offerings" seminar.
- Jul 21, 2016
- Publications
On July 13, 2016, the Securities and Exchange Commission
proposed amendments to certain of its disclosure requirements that
may have become redundant, duplicative, overlapping, outdated or
superseded, in light of other SEC…
- Jul 12, 2016
- Publications
London-based corporate partners Mark Bergman and David Lakhdhir
co-authored a client memorandum, titled "Brexit: Disclosure
Implications for SEC Reporting Companies," that was featured in the
July issues of Insights: The…
- Jul 12, 2016
- Publications
In the short period since the June 23 UK referendum on whether
to remain in, or leave, the European Union, the United Kingdom has
faced a remarkable range of political, monetary, economic and
even constitutional…
- Jul 08, 2016
- Publications
On June 27, 2016, the Securities and Exchange Commission (the "SEC") adopted final rules requiring resource extraction issuers to disclose payments made to the U.S. federal government or foreign governments for the commercial…
- Jun 29, 2016
- Publications
On June 16, 2016, the Securities and Exchange Commission (the
"SEC") announced proposed rules to modernize the property
disclosure requirements for mining registrants, with the objective
of aligning standards with current…
- Jul 06, 2016
- Publications
On June 23, 2016 voters in the United Kingdom were asked in a referendum whether the UK should remain a member of the European Union or leave the EU. By a vote of 51.9% to 48.1%, the voters opted to leave.
- Jun 06, 2016
- Publications
From July 3, 2016, a new market abuse regime, comprising the EU Market Abuse Regulation (596/2014/EU) ("MAR"), will apply to issuers with securities listed in the European Union.
- Jun 03, 2016
- Publications
The staff of the SEC's Division of Corporation Finance (the
"Staff") has issued new and revised Compliance and Disclosure
Interpretations ("C&DIs") addressing the use of non-GAAP
financial measures.
- May 09, 2016
- Publications
On May 3, 2016, the SEC adopted final rules, substantially as
proposed in December 2014, under the Jumpstart Our Business
Startups Act (the "JOBS Act") and the Fixing America's Surface
Transportation Act (the "FAST Act") that…
- May 04, 2016
- Publications
In April 2016, the U.S. Securities and Exchange Commission (the
"SEC") published a concept release (the "Release") seeking comment
on modernizing certain disclosure requirements of Regulation
S-K.
- Apr 27, 2016
- Publications
On April 21, 2016, the Securities and Exchange Commission, the
Office of the Comptroller of the Currency, the Board of Governors
of the Federal Reserve System, the Federal Deposit Insurance
Corporation, the Federal Housing…
- Apr 19, 2016
- Publications
In this edition of the Paul, Weiss Private Equity Digest, we
take a look at the possibly revived PIPEs market and discuss key
considerations for private equity investors looking to put capital
to work in this space.
- Apr 11, 2016
- Publications
On April 4, 2016, as the most recent step in its ongoing battle
against inversion transactions, the U.S. Department of Treasury
issued both new temporary and proposed regulations addressing
certain inversion and post-inversion…
- Feb 18, 2016
- Publications
In this edition of the Paul, Weiss Private Equity Digest, we
review acquisition financing trends from 2015.
In this video, corporate partner Ray Russo discusses the
phenomenon of crowdfunding, and new rules the SEC adopted under
Title III of the JOBS Act that will permit private companies to
conduct securities-based crowdfunding…
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