On September 22, 2021, the SEC released its Sample Letter to Companies Regarding Climate Change Disclosure (“Letter”). The Letter is not only important for what it will seek, but for what it portends. The Letter invokes the 2010 Climate Change Guidance[1] (“Guidance”) which provided an overview of potential disclosure
Rule 10b-5
Syndicated Term Loans and U.S. Securities Laws
By Rob Evans on
Recently, the U.S. District Court in the Southern District of New York held in Kirschner v. J.P. Morgan[1] that a syndicated term loan was not a “security” under several state securities (or Blue Sky) laws. While the ruling did not interpret federal law, it supports the position that syndicated…
Corp Fin Issues Guidance on How to Redact Your Material Contracts Without Filing a Confidential Treatment Request
By Stephanie Kelly on
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,…