The SEC’s Division of Corporation Finance issued new COVID-19 disclosure guidance on March 25, 2020. This follows earlier guidance and relief offered by the Staff. (See the links here, here and here, for example.) The SEC is encouraging thoughtful, tailored and widely disseminated disclosure by affected companies, even
Corporate Governance
Federal Reserve Will Become a Direct Lender to Corporations and an Investor in Corporate Bond Markets
As part of its response to the COVID-19 crisis, on March 23, 2020, the Board of Governors of the Federal Reserve System announced a number of new programs designed to limit credit market disruption. Two of these new programs put the Federal Reserve in an unprecedented role as a direct…
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…
Nasdaq Permits Direct Listings
By Rob Evans on
On February 15, 2019, Nasdaq filed an immediately effective rule proposal to permit “direct listings” without an IPO and, in doing so, joins the NYSE, whose proposal to permit direct listings was approved by the SEC in February 2018. For a private company that does not need to raise capital…
SEC Proposes to Extend “Test-the-Waters” Provisions to all Issuers
By Rob Evans on
On February 19, 2019, the Securities and Exchange Commission published a rule proposal entitled “Solicitations of Interest Prior to a Registered Public Offering”[1] that would extend the “test-the-waters” provisions of Section 5(d) of the Securities Act of 1933 (the Act), currently available only to emerging growth companies (EGCs), to…
SEC Gets Back to Work
By Stanley Keller on
On January 27, 2019, the Division of Corporation Finance posted an announcement regarding recommencement of operations. The Staff is returning to normal operations and anticipates addressing filings, submissions and other requests for staff action, absent compelling circumstances, in the order received by the Staff. Not surprisingly, the Staff warns that…
SEC Reporting Companies Can Use Reg. A
By Stephanie Kelly on
On December 19, as directed by Congress, the Securities and Exchange Commission adopted amendments to Regulation A that will enable companies that are subject to the reporting requirements of Securities Exchange Act of 1934 to use Regulation A. The amendments also permit these reporting companies to meet their Regulation A…