ProfessionalsDavid S. Huntington

David S. Huntington
Partner
Tel: +1-212-373-3124
Fax: +1-212-492-0124
emaildhuntington@paulweiss.com
1285 Avenue of the Americas
New York,
NY
10019-6064
Fax: +1-212-492-0124
- Practices
- Corporate
- Capital Markets
- Practices:
- Corporate
- Capital Markets
A partner in the Capital Markets Group, David Huntington focuses his practice on corporate finance and securities transactions.
EXPERIENCE
David has represented U.S. and foreign companies in a wide range of financial transactions, including initial public offerings, secondary offerings, Rule 144A offerings and other private placements of debt and equity securities, bank financings, debt restructurings and private equity transactions. He has extensive experience providing advice regarding corporate governance, disclosure and other requirements of the U.S. securities laws applicable to U.S. and foreign public companies. David’s clients include Alorica, Inc., Automatic Data Processing, Inc., CDK Global, Inc., Dana Incorporated, Elanco Animal Health Incorporated, Hexion Inc., Lumber Liquidators Holdings, Inc., MagnaChip Semiconductor Corporation, Orion Engineered Carbons S.A., Pioneer Energy Services, Red Robin Gourmet Burgers, Inc. and Worldwide Media Services Group, Inc.
Prior to joining Paul, Weiss, David served as counsel to Chairman William H. Donaldson and Chairman Christopher Cox of the U.S. Securities and Exchange Commission in Washington, D.C. and, prior to that, as senior counselor to the general counsel of the SEC. He was responsible for providing legal and policy advice on a variety of regulatory and enforcement matters, including securities offering reform, Section 404 internal control requirements, executive compensation disclosure, proxy access, market structure reform, corporate penalty guidelines, Fair Fund distributions, credit rating agency regulation, soft dollar regulation, mutual fund governance reform and hedge fund regulation. David has also served as an attorney-advisor in the general counsel’s office of the U.S. Department of the Treasury.
David is chair of the Securities Regulation Committee of the New York City Bar Association, and is a member of the American Bar Association, the Securities Industry and Financial Markets Association – Compliance and Legal Division, and the LL.M. Advisory Council of The Fletcher School of Law and Diplomacy. He serves on the boards of directors of the Regional Plan Association and Princeton in Africa and is currently serving as a steward of Power Ten New York and on the advisory board of Row New York.
Related Resources
Update on NYSE Shareholder Approval Requirements: Waiver Extension and Proposed Amendments
- Jan 12, 2021
- Publications
Update on NYSE Shareholder Approval Requirements: Waiver Extension and Proposed Amendments
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.…
Alorica Closes $750 Million Refinancing
- Dec 11, 2020
- Client News
Alorica Closes $750 Million Refinancing
Paul, Weiss advised Alorica Inc., a global leader in customer experience solutions, in a $750 million refinancing led by funds managed by affiliates of Apollo Global Management, Inc.
Covia Emerges From Bankruptcy
- Dec 31, 2020
- Client News
Covia Emerges From Bankruptcy
Paul, Weiss advised an ad hoc group of term loan lenders in the successful restructuring of Covia Holdings Corporation, a leading provider of diversified mineral-based and material solutions for the global energy and industrial…
SEC Division of Corporation Finance Issues SPAC Disclosure Guidance
- Jan 04, 2021
- Publications
SEC Division of Corporation Finance Issues SPAC Disclosure Guidance
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…
SEC Proposes Amendments to Rule 144
- Dec 28, 2020
- Publications
SEC Proposes Amendments to Rule 144
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…
Extraction Oil & Gas Obtains Confirmation of Reorganization Plan
- Dec 22, 2020
- Client News
Extraction Oil & Gas Obtains Confirmation of Reorganization Plan
Paul, Weiss is advising an ad hoc group of unsecured noteholders in the prearranged chapter 11 restructuring of Extraction Oil & Gas, Inc., one of the largest oil and gas exploration and production companies in the Rocky Mountain…
Update on Primary Direct Floor Listings: SEC Again Approves NYSE Rule and Institutes Proceedings on Nasdaq Proposal
- Dec 22, 2020
- Publications
Update on Primary Direct Floor Listings: SEC Again Approves NYSE Rule and Institutes Proceedings on Nasdaq Proposal
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…
Securities Practice Update (December 2020)
- Dec 21, 2020
- Publications
Securities Practice Update (December 2020)
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.
Elanco Completes $1.65 Billion Secondary Offering of Common Stock
- Dec 03, 2020
- Client News
Elanco Completes $1.65 Billion Secondary Offering of Common Stock
Paul, Weiss advised Elanco Animal Health Incorporated, a premier global animal health company, in a secondary offering of 54,500,000 shares of its common stock by selling shareholder Bayer World Investments B.V., an indirect, wholly…
SEC Proposes Amendments to Rule 701 and Form S-8
- Dec 02, 2020
- Publications
SEC Proposes Amendments to Rule 701 and Form S-8
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 …
SEC Proposes to Permit Offerings of Equity Compensation to Gig Economy Workers
- Dec 02, 2020
- Publications
SEC Proposes to Permit Offerings of Equity Compensation to Gig Economy Workers
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…
SEC Updates Form 20-F and Form 40-F MD&A and Other Financial Disclosure Requirements
- Nov 24, 2020
- Publications
SEC Updates Form 20-F and Form 40-F MD&A and Other Financial Disclosure Requirements
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…
SEC Updates MD&A and Other Financial Disclosure Requirements
- Nov 24, 2020
- Publications
SEC Updates MD&A and Other Financial Disclosure Requirements
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…
SEC to Permit Electronic Signatures
- Nov 19, 2020
- Publications
SEC to Permit Electronic Signatures
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…
ISS Issues Final Voting Policies for 2021 Proxy Season
- Nov 17, 2020
- Publications
ISS Issues Final Voting Policies for 2021 Proxy Season
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…
SEC Updates Offering Exemption Framework
- Nov 06, 2020
- Publications
SEC Updates Offering Exemption Framework
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…
Brookfield and Simon, Lenders Agree to Acquire J.C. Penney Assets in Bankruptcy Sale
- Oct 28, 2020
- Client News
Brookfield and Simon, Lenders Agree to Acquire J.C. Penney Assets in Bankruptcy Sale
Paul, Weiss is advising Brookfield Asset Management, Inc and Simon Property Group in their agreement, announced October 28, to purchase certain assets of J. C. Penney Company, Inc. out of bankruptcy.
California Resources Emerges From Chapter 11
- Oct 27, 2020
- Client News
California Resources Emerges From Chapter 11
Paul, Weiss advised an ad hoc group of secured and unsecured creditors in the successful chapter 11 cases of independent oil-and-gas exploration and production company California Resources Corp.
SEC Updates Rules on Auditor Independence
- Oct 20, 2020
- Publications
SEC Updates Rules on Auditor Independence
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…
Hi-Crush Emerges From Chapter 11
- Oct 09, 2020
- Client News
Hi-Crush Emerges From Chapter 11
Paul, Weiss represented an ad hoc group of noteholders in the prearranged restructuring of Hi-Crush Inc. and 21 of its subsidiaries.
SEC Proposes Conditional “Finder” Exemptions to Broker-Dealer Registration Requirements
- Oct 09, 2020
- Publications
SEC Proposes Conditional “Finder” Exemptions to Broker-Dealer Registration Requirements
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…
MacAndrews & Forbes Completes Sale of AM General to KPS Capital Partners
- Oct 01, 2020
- Client News
MacAndrews & Forbes Completes Sale of AM General to KPS Capital Partners
Paul, Weiss advised MacAndrews & Forbes Incorporated in the sale of its portfolio company AM General LLC, an automotive manufacturer that builds military and commercial vehicles, to KPS Capital Partners. Financial terms of the…
Neiman Marcus Emerges From Bankruptcy
- Sep 25, 2020
- Client News
Neiman Marcus Emerges From Bankruptcy
Paul, Weiss advised an ad hoc committee of secured noteholders of Neiman Marcus Group in its successful chapter 11 reorganization.
SEC Adopts Final Rules on Shareholder Proposals
- Sep 29, 2020
- Publications
SEC Adopts Final Rules on Shareholder Proposals
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…
SEC Adopts Final Rules on Proxy Voting Advice and Related Guidance on Investment Adviser Voting Responsibilities
- Sep 22, 2020
- Publications
SEC Adopts Final Rules on Proxy Voting Advice and Related Guidance on Investment Adviser Voting Responsibilities
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…
LSC Communications Announces Sale to Atlas Holdings
- Sep 15, 2020
- Client News
LSC Communications Announces Sale to Atlas Holdings
Paul, Weiss is representing an ad hoc group of noteholders of LSC Communications in LSC’s stock-and-asset purchase agreement with an affiliate of Atlas Holdings LLC, a Connecticut-based private investment & equity firm.
MacAndrews & Forbes to Sell AM General to KPS Capital Partners
- Jul 22, 2020
- Client News
MacAndrews & Forbes to Sell AM General to KPS Capital Partners
Paul, Weiss is advising MacAndrews & Forbes Incorporated and certain of its affiliates in the sale of its portfolio company AM General to KPS Capital Partners.
SEC Adopts Final Rules on Proxy Voting Advice and Related Guidance on Investment Adviser Voting Responsibilities
- Jul 22, 2020
- Publications
SEC Adopts Final Rules on Proxy Voting Advice and Related Guidance on Investment Adviser Voting Responsibilities
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 …
SEC Proposes Amendments to Form 13F Reporting Requirements
- Jul 22, 2020
- Publications
SEC Proposes Amendments to Form 13F Reporting Requirements
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…
Paul, Weiss Advises Ad Hoc Group of Bondholders in Hi-Crush Restructuring
- Jul 12, 2020
- Client News
Paul, Weiss Advises Ad Hoc Group of Bondholders in Hi-Crush Restructuring
Paul, Weiss is representing an ad hoc group of noteholders in connection with the prearranged restructuring of Hi-Crush Inc. and 21 of its subsidiaries.
Paul, Weiss Advises Ad Hoc Term Lender Group in Covia Bankruptcy
- Jun 29, 2020
- Client News
Paul, Weiss Advises Ad Hoc Term Lender Group in Covia Bankruptcy
Paul, Weiss advised an ad hoc group of term loan lenders in connection with the prearranged chapter 11 case of Covia Holdings Corporation in U.S. Bankruptcy Court for the Southern District of Texas.
Dana Completes $500 Million in Notes Offerings
- Jun 23, 2020
- Client News
Dana Completes $500 Million in Notes Offerings
Paul, Weiss advised Dana Incorporated, a world leader in power-conveyance and energy-management solutions for vehicles and machinery, in its $400 million offering of 5.625% senior notes due 2028 and its $100 million offering of…
SEC Staff Issues Additional COVID-19 Disclosure Guidance
- Jun 24, 2020
- Publications
SEC Staff Issues Additional COVID-19 Disclosure Guidance
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…
Paul, Weiss Advises Commvault in Agreement with Starboard
- Jun 07, 2020
- Client News
Paul, Weiss Advises Commvault in Agreement with Starboard
Paul, Weiss advised Commvault, a global enterprise software leader in data management across cloud and on-premises environments, in its agreement with New York-based activist investor Starboard Value LP with respect to Commvault’s…
SIFMA Successfully Resolves Landmark SEC Proceeding With National Securities Exchanges
- May 13, 2020
- Client News
SIFMA Successfully Resolves Landmark SEC Proceeding With National Securities Exchanges
Representing the U.S. broker-dealer industry and its industry organization, Securities Industry and Financial Markets Association (SIFMA), Paul, Weiss secured a highly favorable outcome in an unusual, high-stakes liability dispute…
Paul, Weiss Advises Ad Hoc Committee of Secured Noteholders in Neiman Marcus Restructuring
- May 07, 2020
- Client News
Paul, Weiss Advises Ad Hoc Committee of Secured Noteholders in Neiman Marcus Restructuring
Paul, Weiss is representing an ad hoc committee of secured noteholders in the prearranged bankruptcy of Neiman Marcus Group. The iconic luxury retailer commenced voluntary Chapter 11 proceedings in the U.S. Bankruptcy Court for the…
Dana Closes $500 Million Bridge Facility and Amends Existing Credit Agreement
- Apr 16, 2020
- Client News
Dana Closes $500 Million Bridge Facility and Amends Existing Credit Agreement
Paul Weiss represented Dana Incorporated, a world leader in providing power-conveyance and energy-management solutions in the automotive industry, in connection with the company’s new $500 million bridge facility.
Delaware Governor Issues Emergency Order Permitting Notice of Virtual-Only Shareholder Meetings by Exchange Act Filing and Press Release
- Apr 07, 2020
- Publications
Delaware Governor Issues Emergency Order Permitting Notice of Virtual-Only Shareholder Meetings by Exchange Act Filing and Press Release
Delaware’s governor issued an emergency order permitting Delaware public corporations to re-notice or adjourn annual or special shareholder meetings as virtual-only meetings solely by a filing and a press release.
MagnaChip to Sell Its Foundry Business
- Mar 30, 2020
- Client News
MagnaChip to Sell Its Foundry Business
Paul, Weiss is advising MagnaChip Semiconductor Corporation in the sale of its Foundry Services Group and the fabrication plant in Cheongju, Korea by certain of the company’s wholly-owned subsidiaries to a special purpose company…
SEC Adopts Simplified Disclosure Requirements for Guaranteed and Secured Notes in Registered Offerings
- Mar 17, 2020
- Publications
SEC Adopts Simplified Disclosure Requirements for Guaranteed and Secured Notes in Registered Offerings
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…
UPDATE: The Coronavirus’ Impacts on Your Annual Meeting
- Mar 17, 2020
- Publications
UPDATE: The Coronavirus’ Impacts on Your Annual Meeting
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…
The Coronavirus’ Impacts on Your Annual Meeting
- Mar 11, 2020
- Publications
The Coronavirus’ Impacts on Your Annual Meeting
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…
Elanco Raises $1.3 Billion in Concurrent Common Stock and Tangible Equity Unit Offerings
- Feb 07, 2020
- Client News
Elanco Raises $1.3 Billion in Concurrent Common Stock and Tangible Equity Unit Offerings
Paul, Weiss advised Elanco Animal Health Incorporated, a premier global animal health company, in the concurrent offerings of 22,694,732 shares of common stock and 11,000,000 5.00% tangible equity units.
The Chatterjee Group and Rhône Group to Acquire Lummus Technology from McDermott International
- Jan 23, 2020
- Client News
The Chatterjee Group and Rhône Group to Acquire Lummus Technology from McDermott International
Paul, Weiss advised principal investment firm The Chatterjee Group and private equity firm Rhône Group in their joint bid to acquire McDermott International, Inc.’s Lummus Technology Group for a base purchase price of $2.725 billion.
David Huntington Participates in Society for Corporate Governance Program
- Jan 21, 2020
- Events
David Huntington Participates in Society for Corporate Governance Program
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…
Dana Completes Notes Offering, Consent Solicitation and Tender Offer
- Nov 22, 2019
- Client News
Dana Completes Notes Offering, Consent Solicitation and Tender Offer
Paul, Weiss advised Dana Incorporated, a world leader in power-conveyance and energy-management solutions for vehicles and machinery, in its $300 million offering of 5.375% senior notes due 2027, led by Citigroup, Barclays, BMO…
Securities Practice Update (Fall 2019)
- Nov 26, 2019
- Publications
Securities Practice Update (Fall 2019)
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.
VinDAX Is the Seventh Cryptocurrency Exchange Hacked This Year: What Should Investors Be Considering?
- Nov 21, 2019
- Publications
VinDAX Is the Seventh Cryptocurrency Exchange Hacked This Year: What Should Investors Be Considering?
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]
SEC Proposes Amendments to Improve Accuracy and Transparency of Proxy Voting Advice and Modernize Shareholder Proposal Rules
- Nov 14, 2019
- Publications
SEC Proposes Amendments to Improve Accuracy and Transparency of Proxy Voting Advice and Modernize Shareholder Proposal Rules
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.
SEC Extends the “Test-the-Waters” Accommodation to All Issuers
- Oct 01, 2019
- Publications
SEC Extends the “Test-the-Waters” Accommodation to All Issuers
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…
SEC Proposes to Modernize Descriptions of Business and Legal Proceedings, and Risk Factor Disclosures, Under Regulation S-K
- Aug 21, 2019
- Publications
SEC Proposes to Modernize Descriptions of Business and Legal Proceedings, and Risk Factor Disclosures, Under Regulation S-K
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.
Empire Resorts to Be Acquired by Kien Huat Realty
- Aug 16, 2019
- Client News
Empire Resorts to Be Acquired by Kien Huat Realty
Paul, Weiss is representing the special committee of the board of directors of Empire Resorts, Inc. in its acquisition by Kien Huat Realty III Limited and Genting Malaysia Berhad for $9.74 in cash per share of common stock, and with…
Elanco to Acquire Bayer’s Animal Health Business in $7.6 Billion Deal
- Aug 20, 2019
- Client News
Elanco to Acquire Bayer’s Animal Health Business in $7.6 Billion Deal
Paul, Weiss is representing Elanco Animal Health Incorporated in its $7.6 billion cash-and-stock acquisition of the animal health business of Bayer AG, creating the world’s second-largest animal health business.
Hexion Emerges From Chapter 11
- Jul 11, 2019
- Client News
Hexion Emerges From Chapter 11
Paul, Weiss represented Hexion Holdings LLC, the world’s leading producer of thermosetting resins, and a leading producer of adhesive and structural resins and coatings, as special financing and securities counsel in the company’s…
Exide Technologies Completes Comprehensive Recapitalization
- Jun 27, 2019
- Client News
Exide Technologies Completes Comprehensive Recapitalization
Paul, Weiss represented an ad hoc group of secured creditors in connection with the comprehensive recapitalization of Exide Technologies, a global manufacturer of automotive and industrial batteries.
SEC Adopts New Standard of Conduct for Broker-Dealers
- Jun 25, 2019
- Publications
SEC Adopts New Standard of Conduct for Broker-Dealers
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.
SEC Proposes to Amend Definitions of “Accelerated Filer” and “Large Accelerated Filer”
- May 23, 2019
- Publications
SEC Proposes to Amend Definitions of “Accelerated Filer” and “Large Accelerated Filer”
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…
JPW Industries Acquires Baileigh Industrial Holdings, LLC
- May 13, 2019
- Client News
JPW Industries Acquires Baileigh Industrial Holdings, LLC
Paul, Weiss represented JPW Industries, Inc., an affiliate of funds managed by Gamut Capital Management, L.P., in its acquisition of Baileigh Industrial Holdings, LLC.
SEC Proposes to Streamline Disclosures Relating to Acquisitions and Dispositions
- May 13, 2019
- Publications
SEC Proposes to Streamline Disclosures Relating to Acquisitions and Dispositions
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.
Chesapeake Lodging Trust to Be Acquired by Park Hotels & Resorts in $2.7 Billion Deal
- May 06, 2019
- Client News
Chesapeake Lodging Trust to Be Acquired by Park Hotels & Resorts in $2.7 Billion Deal
Paul, Weiss is representing real estate investment trust Chesapeake Lodging Trust in its approximately $2.7 billion acquisition by Park Hotels & Resorts Inc.
SEC Adopts Rules Modifying and Simplifying Regulation S-K
- Apr 02, 2019
- Publications
SEC Adopts Rules Modifying and Simplifying Regulation S-K
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.
SEC Approves Nasdaq Rule Change to Facilitate Listing Without an Initial Public Offering
- Mar 13, 2019
- Publications
SEC Approves Nasdaq Rule Change to Facilitate Listing Without an Initial Public Offering
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…
SEC Proposes to Expand “Test-the-Waters” Accommodation
- Feb 20, 2019
- Publications
SEC Proposes to Expand “Test-the-Waters” Accommodation
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.
Paul, Weiss Advises Second Lien Lender Group in Record-Setting Prepackaged Chapter 11 Restructuring
- Feb 07, 2019
- Client News
Paul, Weiss Advises Second Lien Lender Group in Record-Setting Prepackaged Chapter 11 Restructuring
Paul, Weiss advised an ad hoc group of prepetition second lien lenders in connection with the chapter 11 cases of FULLBEAUTY Brands Holdings Corp. and certain affiliates.
Court Upholds SEC Authority and Finds Broker-Dealer Liable for Thousands of Suspicious Activity Reporting Violations
- Jan 07, 2019
- Publications
Court Upholds SEC Authority and Finds Broker-Dealer Liable for Thousands of Suspicious Activity Reporting Violations
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 …
SEC Adopts Final Rules for Disclosure of Hedging Policies
- Jan 03, 2019
- Publications
SEC Adopts Final Rules for Disclosure of Hedging Policies
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.
Winter 2018 Securities Practice Update
- Dec 19, 2018
- Publications
Winter 2018 Securities Practice Update
SEC Issues Report Reminding Registrants to Consider Cyber Threats When Implementing Internal Accounting Controls
- Oct 29, 2018
- Publications
SEC Issues Report Reminding Registrants to Consider Cyber Threats When Implementing Internal Accounting Controls
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…
SEC Adopts Updates to Rationalize Disclosure Requirements
- Sep 04, 2018
- Publications
SEC Adopts Updates to Rationalize Disclosure Requirements
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…
SEC Proposes Simplified Disclosure Requirements for Guaranteed and Secured Notes in Registered Offerings
- Aug 06, 2018
- Publications
SEC Proposes Simplified Disclosure Requirements for Guaranteed and Secured Notes in Registered Offerings
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…
Focus Brands to Acquire Jamba Juice
- Aug 02, 2018
- Client News
Focus Brands to Acquire Jamba Juice
Paul, Weiss is representing Focus Brands Inc., a portfolio company of Roark Capital Group, in its approximately $200 million all-cash acquisition of smoothie and juice chain Jamba, Inc.
ADP Acquires Celergo
- Aug 01, 2018
- Client News
ADP Acquires Celergo
Paul, Weiss represented ADP, a comprehensive global provider of cloud-based Human Capital Management solutions, in its acquisition of Celergo, a leading provider of global payroll management services.
SEC Adopts Final Rules Raising Rule 701 Disclosure Threshold
- Jul 26, 2018
- Publications
SEC Adopts Final Rules Raising Rule 701 Disclosure Threshold
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.
SEC Broadens Definition of “Smaller Reporting Company” and Requires Inline XBRL in Certain Filings
- Jul 05, 2018
- Publications
SEC Broadens Definition of “Smaller Reporting Company” and Requires Inline XBRL in Certain Filings
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…
Federal Agencies Propose Amendments to Volcker Rule
- Jun 08, 2018
- Publications
Federal Agencies Propose Amendments to Volcker Rule
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…
President Signs Dodd-Frank Reform Legislation
- May 31, 2018
- Publications
President Signs Dodd-Frank Reform Legislation
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…
Securities Practice Update (Spring 2018)
- May 24, 2018
- Publications
Securities Practice Update (Spring 2018)
On February 21, the SEC issued an interpretive release providing guidance to assist reporting companies in preparing disclosures concerning cybersecurity risks and incidents.
SEC Proposes New Standard of Conduct for Broker-Dealers
- May 07, 2018
- Publications
SEC Proposes New Standard of Conduct for Broker-Dealers
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.
Yahoo! Agrees to $35 Million SEC Penalty for Failure to Disclose Cyber Incident
- May 03, 2018
- Publications
Yahoo! Agrees to $35 Million SEC Penalty for Failure to Disclose Cyber Incident
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…
IEA Energy Completes Merger With M III Acquisition
- Mar 26, 2018
- Client News
IEA Energy Completes Merger With M III Acquisition
Paul, Weiss represented energy infrastructure company IEA Energy Services LLC in its merger with M III Acquisition Corp, a special purpose acquisition company.
SEC Brings Rule 701 Enforcement Action for Failure to Provide Required Disclosure
- Mar 23, 2018
- Publications
SEC Brings Rule 701 Enforcement Action for Failure to Provide Required Disclosure
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…
Senate Passes Act Limiting Scope of Dodd-Frank Act
- Mar 20, 2018
- Publications
Senate Passes Act Limiting Scope of Dodd-Frank Act
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…
SEC Issues Updated Guidance on Cybersecurity Disclosure
- Feb 27, 2018
- Publications
SEC Issues Updated Guidance on Cybersecurity Disclosure
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…
SEC Approves NYSE Rule Change to Facilitate Listing Without an Initial Public Offering
- Feb 15, 2018
- Publications
SEC Approves NYSE Rule Change to Facilitate Listing Without an Initial Public Offering
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.
SEC Provides Guidance for Disclosure and Accounting Implications of Tax Cuts and Jobs Act
- Jan 10, 2018
- Publications
SEC Provides Guidance for Disclosure and Accounting Implications of Tax Cuts and Jobs Act
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…
SEC Approves Revised NYSE Material News Release Rule
- Dec 12, 2017
- Publications
SEC Approves Revised NYSE Material News Release Rule
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…
SEC Staff Provides Rule 701(e) Guidance Addressing Industry Concerns over Confidentiality of Financial Statements
- Nov 08, 2017
- Publications
SEC Staff Provides Rule 701(e) Guidance Addressing Industry Concerns over Confidentiality of Financial Statements
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…
ADP Shareholders Re-Elect ADP Directors at Annual Meeting
- Nov 07, 2017
- Client News
ADP Shareholders Re-Elect ADP Directors at Annual Meeting
Paul, Weiss represented ADP in its successful proxy contest against Pershing Square.
SEC Issues Proposed Amendments Modifying and Simplifying Regulation S-K
- Oct 23, 2017
- Publications
SEC Issues Proposed Amendments Modifying and Simplifying Regulation S-K
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…
Treasury Issues Report Outlining Proposed Reforms to U.S. Capital Markets
- Oct 16, 2017
- Publications
Treasury Issues Report Outlining Proposed Reforms to U.S. Capital Markets
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…
Client Alert: SEC Issues Pay Ratio Guidance
- Sep 28, 2017
- Publications
Client Alert: SEC Issues Pay Ratio Guidance
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.
ISDA Publishes T+2 Settlement Protocol
- Aug 08, 2017
- Publications
ISDA Publishes T+2 Settlement Protocol
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…
David Huntington and Roberto Gonzalez Quoted in Compliance Reporter Article on Treasury Report on Financial Regulatory Reform
- Jul 10, 2017
- Publications
David Huntington and Roberto Gonzalez Quoted in Compliance Reporter Article on Treasury Report on Financial Regulatory Reform
Partners David Huntington and Roberto Gonzalez were quoted in a Compliance Reporter article discussing the U.S. Department of Treasury’s first of four reports recommending reforms to financial regulation.
SEC Permits All Issuers to Submit Certain Registration Statements on a Confidential Basis
- Jul 07, 2017
- Publications
SEC Permits All Issuers to Submit Certain Registration Statements on a Confidential Basis
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.
Treasury Issues Report Outlining Reforms to U.S. Banking Regulation
- Jun 20, 2017
- Publications
Treasury Issues Report Outlining Reforms to U.S. Banking Regulation
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…
House Approves Financial CHOICE Act
- Jun 12, 2017
- Publications
House Approves Financial CHOICE Act
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.
ADMA Biologics Completes Acquisition of Biotest’s Therapy Business Unit Assets
- Jun 06, 2017
- Client News
ADMA Biologics Completes Acquisition of Biotest’s Therapy Business Unit Assets
Paul, Weiss represented ADMA Biologics, Inc. in its acquisition of the assets of Biotest Pharmaceuticals Corporation’s Therapy Business Unit.
PCAOB Adopts New Audit Standard Requiring Disclosure of Critical Audit Matters
- Jun 09, 2017
- Publications
PCAOB Adopts New Audit Standard Requiring Disclosure of Critical Audit Matters
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.
CDK Global Closes $600 Million Bond Offering
- Jun 07, 2017
- Client News
CDK Global Closes $600 Million Bond Offering
Paul, Weiss advised CDK Global, Inc., a leading provider of integrated information technology and digital marketing solutions to the automotive retail industry, in the issuance of $600 million of 4.875% senior notes due 2027.
Nutraceutical to Be Acquired by HGGC
- May 18, 2017
- Client News
Nutraceutical to Be Acquired by HGGC
Paul, Weiss is representing Nutraceutical International Corporation in its $446 million acquisition by HGGC, LLC, a leading middle-market private equity firm.
Omega Advisors and Leon Cooperman Settle SEC Charges
- May 18, 2017
- Client News
Omega Advisors and Leon Cooperman Settle SEC Charges
After a six-year investigation, Paul, Weiss clients Omega Advisors, Inc. and Leon Cooperman agreed to settle claims filed by the Securities and Exchange Commission based on allegations of insider trading and late filings of statements …
President Directs Review of Dodd-Frank Provisions
- Apr 27, 2017
- Publications
President Directs Review of Dodd-Frank Provisions
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…
SEC Issues Statements Following Recent Conflict Minerals Decision
- Apr 10, 2017
- Publications
SEC Issues Statements Following Recent Conflict Minerals Decision
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…
Dana Closes Senior Notes Offering and Completes Tender Offer
- Apr 04, 2017
- Client News
Dana Closes Senior Notes Offering and Completes Tender Offer
Paul, Weiss represented global auto parts supplier Dana Inc. in its private offering by its subsidiary Dana Financing Luxembourg S.à r.l. of $400 million in aggregate principal amount of 5.750% Senior Notes due 2025.
NCR Corporation Completes Secondary Offering of Convertible Preferred Stock and Concurrent Stock Repurchase
- Mar 17, 2017
- Client News
NCR Corporation Completes Secondary Offering of Convertible Preferred Stock and Concurrent Stock Repurchase
Paul, Weiss represented NCR Corporation in its secondary offering of 342,000 shares of its Series A Convertible Preferred Stock at a public offering price of $1,602.99 per share.
UCP Announces Expansion of Board and Strengthened Corporate Governance
- Mar 30, 2017
- Client News
UCP Announces Expansion of Board and Strengthened Corporate Governance
Paul, Weiss is representing UCP, Inc. (NYSE: UCP) in its agreement with Pico Holdings, Inc. (NASDAQ: PICO), its majority stockholder, to nominate Keith M. Locker to the UCP board of directors.
SEC Adopts T+2 Settlement Cycle for Securities Transactions
- Mar 23, 2017
- Publications
SEC Adopts T+2 Settlement Cycle for Securities Transactions
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…
Recent SEC Disclosure Developments
- Mar 03, 2017
- Publications
Recent SEC Disclosure Developments
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.
President and Congress Eliminate SEC Resource Extraction Rule
- Feb 15, 2017
- Publications
President and Congress Eliminate SEC Resource Extraction Rule
On February 14, President Trump signed a joint resolution of Congress passed under the Congressional Review Act eliminating an SEC rule requiring resource extraction issuers to disclose payments made to the U.S. or foreign…
MagnaChip Closes Exchangeable Notes Offering
- Jan 17, 2017
- Client News
MagnaChip Closes Exchangeable Notes Offering
Paul, Weiss advised MagnaChip Semiconductor S.A. in a private offering of $86.25 million aggregate principal amount of 5.00% exchangeable senior notes due 2021.
Hexion Closes First Lien and Senior Secured Notes Offerings
- Feb 08, 2017
- Client News
Hexion Closes First Lien and Senior Secured Notes Offerings
Paul, Weiss advised Hexion Inc., a global leader in thermoset resins and an Apollo portfolio company, in private offerings of $485 million aggregate principal amount of 10.375% first-priority senior secured notes due 2022 and…
President Signs Executive Order on Core Principles for Regulating the U.S. Financial System
- Feb 09, 2017
- Publications
President Signs Executive Order on Core Principles for Regulating the U.S. Financial System
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…
ADMA Biologics to Acquire Therapy Business from Biotest Pharmaceuticals Corporation
- Jan 23, 2017
- Client News
ADMA Biologics to Acquire Therapy Business from Biotest Pharmaceuticals Corporation
Paul, Weiss is representing ADMA Biologics, Inc. in their agreement to acquire certain manufacturing and therapy-related assets from Biotest Pharmaceuticals Corporation.
CDK Global Enters Term Credit Agreement
- Dec 09, 2016
- Client News
CDK Global Enters Term Credit Agreement
Paul, Weiss represented CDK Global, Inc., a leading provider of IT and digital marketing solutions to the automotive retail industry, in a $400 million unsecured term credit agreement with Bank of America as administrative agent.
…Client Alert: SEC Proposes Mandatory Universal Proxies in Contested Elections and Voting Procedure Enhancements
- Oct 31, 2016
- Publications
Client Alert: SEC Proposes Mandatory Universal Proxies in Contested Elections and Voting Procedure Enhancements
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…
Client Alert: SEC Proposes Amendments to Require Hyperlinks to Exhibits in Filings
- Sep 08, 2016
- Publications
Client Alert: SEC Proposes Amendments to Require Hyperlinks to Exhibits in Filings
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 …
Client Alert: SEC Proposes Updates to Rationalize Disclosure Requirements
- Jul 21, 2016
- Publications
Client Alert: SEC Proposes Updates to Rationalize Disclosure Requirements
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…
Client Alert: SEC Approves Requirement to Disclose Third-Party Director Compensation for Nasdaq Companies
- Jul 13, 2016
- Publications
Client Alert: SEC Approves Requirement to Disclose Third-Party Director Compensation for Nasdaq Companies
In a bid to enhance transparency, help investors make more informed investing and voting decisions and address concerns that undisclosed compensation agreements could raise conflicts of interest among directors, the Securities…
Client Alert: SEC Adopts Disclosure Rules for Resource Extraction Issuers
- Jul 08, 2016
- Publications
Client Alert: SEC Adopts Disclosure Rules for Resource Extraction Issuers
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…
Client Alert: SEC Updates Guidance on Use of Non-GAAP Financial Measures
- Jun 03, 2016
- Publications
Client Alert: SEC Updates Guidance on Use of Non-GAAP Financial Measures
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.
Dana Closes Senior Notes Offering
- May 27, 2016
- Client News
Dana Closes Senior Notes Offering
Paul, Weiss client Dana Holding Corporation, a worldwide supplier of auto parts, closed a private offering by its wholly owned subsidiary, Dana Financing Luxembourg S.à r.l., of $375 million in aggregate principal amount of…
MagnaChip Reaches Settlement Agreement With Engaged Capital
- May 27, 2016
- Client News
MagnaChip Reaches Settlement Agreement With Engaged Capital
Paul, Weiss client MagnaChip Semiconductor Corporation, a Korea-based designer and manufacturer of analog and mixed-signal semiconductor products, announced that it has entered into a settlement agreement with Engaged Capital,…
Client Alert: SEC Increases Thresholds for Exchange Act Registration
- May 09, 2016
- Publications
Client Alert: SEC Increases Thresholds for Exchange Act Registration
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…
Client Alert: SEC Publishes Concept Release on Revisions to Regulations S-K
- May 04, 2016
- Publications
Client Alert: SEC Publishes Concept Release on Revisions to Regulations S-K
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.
Client Alert: Financial Regulators Propose Incentive Compensation Rules under Dodd-Frank
- Apr 27, 2016
- Publications
Client Alert: Financial Regulators Propose Incentive Compensation Rules under Dodd-Frank
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…
Walter Energy Closes Sale of Alabama Assets to Warrior Met Coal
- Apr 01, 2016
- Client News
Walter Energy Closes Sale of Alabama Assets to Warrior Met Coal
Paul, Weiss client Walter Energy announced the close of the sale of substantially all of its core assets, comprising its Alabama coal assets, to Warrior Met Coal, LLC, an entity owned by the company's first lien creditors.
eLong Announces Going Private Deal With China E-dragon
- Feb 04, 2016
- Client News
eLong Announces Going Private Deal With China E-dragon
As reported by The Wall Street Journal and other media outlets, eLong, Inc., a Chinese mobile and online travel service provider, that it has agreed to be taken private by China E-dragon Holdings Ltd.
Client Alert: ISS Issues 2016 U.S. Voting Policy FAQs
- Dec 28, 2015
- Publications
Client Alert: ISS Issues 2016 U.S. Voting Policy FAQs
Institutional Shareholder Services (ISS) has issued FAQs with respect to its U.S. voting policies for the upcoming proxy season.
Client Alert: FAST Act Adopted - Amends JOBS Act, Codifies Resale Exemption and Provides for Disclosure Simplification
- Dec 09, 2015
- Publications
Client Alert: FAST Act Adopted - Amends JOBS Act, Codifies Resale Exemption and Provides for Disclosure Simplification
On December 4, 2015, President Obama signed into law the Fixing America's Surface Transportation Act (the "FAST Act"). Although primarily a transportation bill, the FAST Act contains various securities law-related provisions that …
Client Alert: ISS and Glass Lewis Publish 2016 U.S. Voting Policies
- Nov 23, 2015
- Publications
Client Alert: ISS and Glass Lewis Publish 2016 U.S. Voting Policies
As occurs every fall, the two largest U.S. proxy advisory firms, Institutional Shareholder Services (ISS) and Glass Lewis, have issued their respective voting policies for the upcoming year.
Walter Energy Enters APA in its Restructuring
- Nov 05, 2015
- Client News
Walter Energy Enters APA in its Restructuring
Paul, Weiss is counsel to Walter Energy and its subsidiaries in their chapter 11 proceedings, filed on July 15 in the Bankruptcy Court for the Northern District of Alabama.
Richard Rosen and David Huntington Co-Author Article on Waivers From Securities Law Disqualifications
- Aug 27, 2015
- Publications
Richard Rosen and David Huntington Co-Author Article on Waivers From Securities Law Disqualifications
Litigation partner Richard A. Rosen and corporate partner David Huntington have co-authored an article, titled "Waivers from Securities Law Disqualifications," in the August issue of Insights: The Corporate & Securities Law…
Client Alert: SEC Adopts Final CEO Pay-Ratio Disclosure Rules
- Aug 10, 2015
- Publications
Client Alert: SEC Adopts Final CEO Pay-Ratio Disclosure Rules
Almost two years after the original proposal, the Securities and Exchange Commission has approved final rules to require U.S. public companies to disclose the ratio of their CEO's compensation to the median compensation of their…
Tencent Offers to Acquire eLong
- Aug 04, 2015
- Client News
Tencent Offers to Acquire eLong
As reported by The Wall Street Journal and other media outlets, eLong Inc., a leading mobile and online travel service provider in China, announced that it has received a proposal from Paul, Weiss client Tencent Holdings Ltd., a…
Client Alert: SEC Issues Concept Release Addressing Potential Changes to Audit Committee Disclosures
- Jul 10, 2015
- Publications
Client Alert: SEC Issues Concept Release Addressing Potential Changes to Audit Committee Disclosures
On July 1, 2015, the Securities and Exchange Commission issued a concept release seeking public comment regarding potential revisions to audit committee disclosure requirements, with a focus on the audit committee's…
Client Alert: SEC Proposes Executive Compensation Clawback Rules
- Jul 09, 2015
- Publications
Client Alert: SEC Proposes Executive Compensation Clawback Rules
On July 1, 2015, as mandated by Section 954 of the Dodd-Frank Act, the U.S. Securities and Exchange Commission (the "Commission") voted 3-to-2 to propose new Rule 10D-1 under the Securities Exchange Act of 1934 (the "Exchange…
Client Alert: SEC Proposes “Pay-for-Performance” Disclosure Rules
- May 06, 2015
- Publications
Client Alert: SEC Proposes “Pay-for-Performance” Disclosure Rules
On April 29, 2015, as mandated by Section 953(a) of the Dodd-Frank Act, the U.S. Securities and Exchange Commission voted 3-to-2 to propose new rules requiring U.S. reporting companies to disclose in proxy and information…
Client Alert: SEC Adopts Rules to Update Regulation A
- Apr 08, 2015
- Publications
Client Alert: SEC Adopts Rules to Update Regulation A
On March 25, 2015, the Securities and Exchange Commission ("SEC") voted unanimously to adopt amendments to its public offering rules to exempt an additional category of small capital raising efforts as mandated by Title IV of the …
Client Alert: SEC Proposes Rules for Disclosure of Company Hedging Policies Applicable to Directors, Officers and Employees
- Feb 10, 2015
- Publications
Client Alert: SEC Proposes Rules for Disclosure of Company Hedging Policies Applicable to Directors, Officers and Employees
On February 9, 2015, the Securities and Exchange Commission proposed rules requiring disclosure about whether directors, officers and other employees are permitted to hedge or offset any decrease in the market value of equity…
Client Alert: SEC Grants No-Action Relief Permitting Five Business Day Debt Tender Offers
- Jan 25, 2015
- Publications
Client Alert: SEC Grants No-Action Relief Permitting Five Business Day Debt Tender Offers
On January 23, 2015, the Staff of the Division of Corporation Finance (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission") issued a no-action letter granting the relief requested in a letter…
Grupo Salinas Completes $2.5 Billion Sale of Mexican Wireless Provider
- Jan 16, 2015
- Client News
Grupo Salinas Completes $2.5 Billion Sale of Mexican Wireless Provider
Paul, Weiss client Grupo Salinas completed the sale of Mexican wireless company Iusacell to AT&T for $2.5 billion, inclusive of Iusacell's debt. As part of the transaction, AT&T acquired all of Iusacell's wireless properties,…
Client Alert: SEC Chair White Directs Staff to Review Position on Excluding Conflicting Proxy Proposals under Rule 14a-8
- Jan 20, 2015
- Publications
Client Alert: SEC Chair White Directs Staff to Review Position on Excluding Conflicting Proxy Proposals under Rule 14a-8
SEC Chair Mary Jo White has directed the Division of Corporation Finance ("Corporation Finance") to review its position on Rule 14a-8(i)(9), which allows a company to exclude a shareholder proposal from the company's proxy…
Client Alert: SEC Proposes Increased Thresholds for Exchange Act Registration Pursuant to the JOBS Act
- Jan 16, 2015
- Publications
Client Alert: SEC Proposes Increased Thresholds for Exchange Act Registration Pursuant to the JOBS Act
In December 2014, the SEC proposed rules under the Jumpstart Our Business Startups Act (the "JOBS Act") that reflect new, higher thresholds for registration under the Securities Exchange Act of 1934 (the "Exchange Act"). The SEC…
Dana Completes Notes Offering and Tender Offer
- Dec 09, 2014
- Client News
Dana Completes Notes Offering and Tender Offer
Paul, Weiss client Dana Holding Corporation, a global provider of high technology driveline (axles, driveshafts and transmissions), sealing and thermal-management products, closed a $425 million offering of 5.500% senior notes…
AT&T to Acquire Mexican Wireless Provider Iusacell for $2.5 billion
- Nov 07, 2014
- Client News
AT&T to Acquire Mexican Wireless Provider Iusacell for $2.5 billion
AT&T announced it has entered into an agreement with Paul, Weiss client Grupo Salinas to acquire Mexican wireless company Iusacell for $2.5 billion, inclusive of Iusacell's debt. Under the terms of the agreement, AT&T will…
CDK Global Completes $750 Million Debt Offering
- Oct 14, 2014
- Client News
CDK Global Completes $750 Million Debt Offering
Paul, Weiss client CDK Global, Inc., formerly the Dealer Services business of Automatic Data Processing, Inc., closed a $750 million offering of senior notes, lead managed by J.P. Morgan, Morgan Stanley, BofA Merrill Lynch and…
ADP Completes Spin-Off of Automotive Dealer Services Business
- Sep 30, 2014
- Client News
ADP Completes Spin-Off of Automotive Dealer Services Business
Longtime client Automatic Data Processing, Inc. (ADP) completed the distribution to its stockholders of all of the issued and outstanding common stock of CDK Global, Inc. in a tax-free spin-off. The distribution completes the…