On December 18, 2019, the Securities and Exchange Commission, on a 3 to 2 vote, proposed amendments to the definition of “accredited investor” in order to update that definition and expand the investors that would qualify as accredited investors able to participate in private offerings.[1] The definition of “accredited
Rob Evans
SEC Proposes New Rules for Proxy Advisors and Shareholder Proposals
By Rob Evans on
Posted in Uncategorized
Delaware Decision Reminds Directors to Oversee Public Disclosures
By Rob Evans on
Delaware law usually protects directors in making good faith business decisions. However, sometimes the failure of directors to oversee a company’s compliance with legal requirements will be so troublesome that this is not the case – providing the basis for a “Caremark claim.” In a recent decision, the Delaware Court…
SEC Allows all Issuers to Test the Waters
By Rob Evans on
Posted in Blue Sky Regulations, Uncategorized
The Securities and Exchange Commission, on September 26, 2019, adopted the expanded testing-the-waters relief it proposed in February. The JOBS Act permitted emerging growth companies (EGCs) to test the waters prior to or after filing a registration statement. The SEC’s new Rule 163B (the Rule) expands that permission to all…
SEC’s Corp. Fin. Modifies Approach to No-Action Requests to Exclude Shareholder Proposals
By Rob Evans on
Posted in 1933 Act Offerings, Uncategorized
On September 6, 2019, the SEC’s Division of Corporation Finance announced two notable revisions to its approach to handling no-action requests by companies seeking to exclude shareholder proposals under Rule 14a-8.
SEC Staff may decline to state a view with respect to a company’s asserted basis for exclusion.
Rule 14a-8…
SEC Enforcement Action Is a Reminder of the Importance of Regulation FD Compliance
By Rob Evans on
Posted in Quick Study, Uncategorized
The Securities and Exchange Commission (“SEC”) adopted Regulation FD (Fair Disclosure) in 2000 to help level the playing field among market participants by proscribing the selective disclosure of material nonpublic information. Regulation FD has had a profound impact on public company communications practices and public disclosures. Notwithstanding its significance, there…
Inline XBRL: Corp Fin Issues 9 New Interpretations
By Rob Evans on
The SEC’s Inline XBRL requirements now apply to large accelerated filers. As registrants have started using Inline XBRL for their filings, a number of questions have come up. On August 20, 2019, the staff of the SEC’s Division of Corporation Finance issued 9 new Compliance and Disclosure Interpretations (CDIs) to…
SEC Staff Provides Guidance on LIBOR Transition Risks
By Rob Evans on
Posted in Corporate Governance, Uncategorized
On July 12, 2019, the Securities and Exchange Commission (“SEC”) published a staff statement[1] encouraging issuers and other market participants to actively manage their transition away from LIBOR[2] and fully disclose the risks they face from the change. Currently, private-sector banks report the information used in the formulation…
SEC Seeks Comments on How to Simplify Private Securities Offering Exemptions
By Rob Evans on
On Tuesday, June 18, 2019, the SEC issued a Concept Release[1] seeking comments on how to rationalize and simplify the framework governing exempt offerings in order to expand the opportunities for making investments while preserving appropriate investor protections.
The Concept Release describes the current framework for exempt securities offerings…
New Tax Rules May Cause Changes in High Yield Deals and Credit Facilities with Upstream Guarantees
By Rob Evans on
For decades, companies issuing debt securities in the high yield market could not provide a full package of credit support from non-US subsidiaries. The same was true for borrowing money under credit facilities. That’s because IRS rules treated credit support from non-US subsidiaries as a deemed dividend to the US…