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
Proxy Statements
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 Takes Seriously Both Internal Control Weakness Disclosure and Remediation
By Stanley Keller on
On January 29, 2019, the SEC announced settled enforcement actions against four companies for failures to maintain internal control over financial reporting (“ICFR”) as required by Section 13(b)(2)(B) of the Securities Exchange Act and Rule 13a-15 over extended periods even though in most cases material weaknesses in their ICFR were…
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…
Locke Lord QuickStudy: Two Recent Delaware Decisions Provide Practical Transaction Guidance
By Stanley Keller on
Two year-end decisions by the Delaware Court of Chancery provide practical guidance for mergers and other transactions, one on the meaning of “commercially reasonable efforts” and other commonly used standards of efforts and the other on the effectiveness of corporate authorizing action.
Standards of Efforts
In Himawan v. Cephalon, Inc.…
SEC Seeks Comments on Earnings Releases and Quarterly Reports
By Stephanie Kelly on
The Securities and Exchange Commission has requested comments on the nature, content and timing of earnings releases and quarterly reports made by reporting companies. Specifically, the request solicits input on how the SEC can limit burdens associated with quarterly reporting, while maintaining or enhancing investor protections. The SEC is seeking…
Delaware Court Rules Federal Forum Selection Provision Covering Securities Act Claims Invalid
By Stanley Keller on
Posted in Proxy Statements, Uncategorized
The Delaware Court of Chancery today ruled that a provision in the certificate of incorporation requiring any claim under the Securities Act of 1933 to be filed in federal court is invalid. This type of federal forum selection provision has been added by a number of Delaware corporations when they…
SEC Speaks: Digital Asset Securities Issuance and Trading
By Stephanie Kelly on
Posted in Proxy Statements, Uncategorized
On November 16, 2018, the SEC’s Division of Corporation Finance, Division of Investment Management, and Division of Trading and Markets (the “Divisions”) issued a statement on “Digital Asset Securities Issuance and Trading.” The statement highlights several recent SEC enforcement actions involving the intersection of the U.S. securities laws and new…