Securities & Capital Markets

The United States Department of Labor’s (“DOL”) Employee Benefits Security Administration (“EBSA”) announced on March 10, 2021 that it will not enforce certain final rules put into place under President Trump related to environmental, social, and governance (“ESG”) investing.

In January 2019, the Office of the Advocate for Small Business Capital Formation (the “Office”) was formed “to advance the interests of small businesses and their investors at the SEC and in the capital markets.” These small businesses include early-stage start-ups, small public companies, and everything in between. Each year, the Office prepares an annual report to Congress, which among other things, explains issues that small businesses face with respect to raising capital, including a focus on minority- and women-owned businesses. Included are some of the highlights from this year’s annual report, including a few of the Office’s recommendations to Congress.

Special Purpose Acquisition Companies (SPACs) are taking over Wall Street as more and more companies are taking advantage of this alternative IPO strategy.

This advisory summarizes SEC amendments, effective February 10, 202, to MD&A and other financial disclosure requirements and provides a chart highlighting the amended rules.

Read about regulatory and other developments public companies need to consider as they prepare for fiscal year-end Securities and Exchange Commission filings and 2021 annual shareholder meetings.

This advisory discusses the SEC’s final rules — effective November 2, 2020 — governing voting advice provided by proxy advisory firms such as Institutional Shareholders Service (ISS) and Glass Lewis.

This alert discusses the SEC’s November 17, 2020 adoption of rule amendments that allow the use of electronic signatures in some circumstances — a step that will streamline filing procedures for public companies.

Read about the SEC’s November 2 adoption of amendments designed to harmonize and simplify the complex framework of private offering exemptions.

Read about an SEC proposal to exempt certain individuals seeking to find investors for private companies and unregistered funds from federal broker-dealer regulation requirements.

Read about the SEC’s final amendments to the shareholder-proposal requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended.

Read about NYSE’s extension of the waiver of certain shareholder approval requirements as a result of the coronavirus through December 31, 2020.

This advisory discusses the SEC's final rule that adopts changes to the definitions of “accredited investor” and “qualified institutional buyer.”

Regardless of size or industry, thoughtful director appointment is critical to the success of any public company.  Yet following the departure of a director, many boards are left scrambling to locate and onboard a suitable replacement.  Even boards that purposely undertake to increase the number of directors may struggle to balance numerous (and sometimes competing) concerns.  Below are a few pointers for promoting good corporate governance practices when appointing a new director.

This advisory discusses the SEC’s recent guidance on operations, liquidity, and capital resources disclosure that companies should consider in light of the COVID-19 pandemic.

This advisory summarizes recent proxy advisor guidance on and strategies for adjusting annual performance goals in light of the COVID-19 pandemic.

This advisory discusses the SEC’s approval of an NYSE waiver extension that gives NYSE-listed companies through September 30, 2020 to complete certain capital raising transactions.

Read about the SEC’s extension of email delivery of certain paper documents, including certain reports by foreign private issuers, as a result of the coronavirus.

Read about the SEC’s extension of its earlier guidance on manual signatures required under Rule 302(b) of Regulation S-T as a result of the coronavirus.

This advisory discusses SEC’s amendments to the financial disclosure requirements for business acquisitions and dispositions by reporting companies and IPO candidates.