Disclosure Requirements

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In times of economic distress, insiders can sometimes be the only source of capital for a company with urgent liquidity needs.  Applying lessons learned in the 2008-2009 financial crisis to the current COVID-19 market disruptions, the NYSE temporarily relaxed its shareholder approval rules on April 6, 2020, effective immediately and…

The SEC issued new guidance yesterday supplementing its previously-announced COVID-19 order that gives relief from Exchange Act filing deadlines (see our blog post about the COVID-19 order here).  The guidance details how the order applies to companies that omitted from their annual report on Form 10-K the information required…

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…

Please see our updated post here.

The SEC, together with the PCAOB, recently updated guidance to reporting companies on issues arising from the coronavirus (COVID-19) outbreak. On February 19, 2020, SEC Chairman Clayton, PCAOB Chairman William Duhnke, and senior members of the SEC staff advised that, while specific analysis…

On August 21, 2019, the SEC provided guidance (available here) to investment advisers, such as fund managers, regarding their proxy voting responsibilities.  The SEC also concurrently issued an interpretative release (available here) regarding the applicability of the SEC’s proxy rules to proxy voting advice provided by proxy advisory…

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…

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…

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…

On April 18, 2019, the Financial Crimes Enforcement Network (“FinCEN”) announced1  a civil monetary penalty against an individual for operating a peer-to-peer virtual currency exchanger. FinCEN assessed a $35,350 civil monetary penalty against Eric Powers of Kern County, California for willfully violating registration and reporting requirements under the Bank…

Late last month we blogged about rule amendments adopted by the Securities and Exchange Commission that are intended to modernize and simplify disclosure requirements for public companies, including an amendment that allows registrants to redact confidential information from most exhibits without filing a confidential treatment request. On April 1, 2019,…