On August 26, 2019, New York Governor Andrew Cuomo signed into law a significant change affecting New York’s blue sky law (the Martin Act),1 extending the period during which the Attorney General of New York can take action for violations of the Act to 6 years from the 3…

It is common for investors in venture capital and private equity transactions, and in other investment arrangements, as a condition to their investment, to have rights to appoint board observers when director representation is not available.  An unanswered question has been the extent to which a board observer has liability…

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 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…

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…

Introduction

Over the past several months, there has been an increase in credit agreements and high-yield bond indentures with provisions designed to limit the influence of lenders whose economic interest is not aligned with their investment in the loans or bonds being issued pursuant to such credit agreement or indenture.

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On August 8, 2019, the Securities and Exchange Commission (“SEC”) released a proposal (“Proposing Release”) to modernize the description of business, legal proceedings, and risk factor disclosures that registrants are required to make pursuant to Regulation S-K.[1]  The SEC’s stated goal is to improve these disclosures for investors and to…

On July 25, 2019, the U.S. Securities and Exchange Commission (“SEC”) issued a “no-action” letter to Pocketful of Quarters, Inc. (“PoQ”) for its Ethereum ERC-20 token “Quarters.”[1] The no-action letter—the second letter issued by the SEC this year[2]—assures PoQ that the SEC will not seek any enforcement…

In a recent settled enforcement action, the SEC provided an important lesson on required public disclosures.[1]  The SEC charged that Facebook disclosed misuse of its user data as a potential or hypothetical risk even though the company knew that user data had actually been misused.

According to the SEC’s…