Securities & Capital Markets

This advisory discusses regulatory and investment community developments related to human capital management and provides suggestions for companies newly focused on HCM.

On May 14, 2020, the Securities and Exchange Commission (“SEC”) approved changes to the NYSE Listed Company Manual to provide a temporary exception to the shareholder approval rules for certain capital raising transactions as a result of the coronavirus (“COVID-19”) pandemic.

The American Securities Association (“ASA”), a financial industry trade association representing regional and small financial services companies, has sued the Securities and Exchange Commission (“SEC”) to prevent the SEC from using the Consolidated Audit Trail (the “CAT”) initiative to gather personal data of retail investors.

Today the Small Business Administration (SBA) issued additional guidance with respect to the “necessity” certification required under the CARES Act in connection with the Paycheck Protection Program (PPP). The relevant guidance appears in FAQ 46, and it is very good news for borrowers who received PPP loans under $2 million (together with PPP loans to affiliates, if any). The SBA, in consultation with the U.S. Department of Treasury, has determined that a safe harbor will apply with respect to SBA’s review of the certification of necessity in connection with respect to such loans. Specifically, “[a]ny borrower that, together with its affiliates, received PPP loans with an original principal amount of less than $2 million will be deemed to have made the required certification concerning the necessity of the loan request in good faith.”

Read about the SEC’s approved changes affecting shareholder approval rules for certain capital raising transactions.

Read about the SEC’s FAQs, released on May 4, 2020, providing guidance on the agency’s COVID-19 order giving certain issuers more time to file disclosure reports.

The coronavirus pandemic continues to have profound effects on the U.S. and global economies. Investor concerns about the impact of COVID-19 and government-imposed restrictions on individuals and businesses have led to unprecedented market volatility. Further material volatility is anticipated. In this environment, publicly traded companies may want to evaluate the adequacy of their corporate defenses to protect their stockholders from such predatory activities.

In what will likely be the first of many, the SEC brought an action against a company for false and misleading press releases related to the COVID-19 pandemic.

This advisory reviews the SEC Division of Corporation Finance’s statement of April 23, 2020, including what forms it covers and how filers can submit typed signatures on documents submitted by email.

This advisory covers the SEC’s April 21, 2020 approval to allow NYSE-listed companies to regain compliance with stockholders equity/market capitalization and minimum price continued listing standards by tolling applicable compliance periods through June 30, 2020 due to COVID-19.

Due to the economic impact of COVID-19, especially on smaller broker-dealers, FINRA will allow small firms more time to pay their Annual Assessment (comprised of the Gross Income Assessment and the Personal Assessment).

This article covers SEC changes, made in response to the COVID-19 pandemic, that give Nasdaq listed companies additional time to regain compliance with certain continued listing requirements regarding the bid price and market value of publicly held shares. Nasdaq Temporarily Extends Compliance Periods for Certain Continued Listing Requirements as a Result of Coronavirus (COVID-19)

Several State Securities Regulators continue to warn investors of investment scams involving COVID-19.

Read about the temporary suspension of NYSE's $15 million minimum market capitalization requirement and shareholder approval rules for certain capital raising transactions.

Read about SEC C&DIs that provide guidance on its COVID-19 Order, which gives certain issuers relief from deadlines as a result of the coronavirus pandemic.

The SEC’s Office of Compliance Inspection and Examinations (OCIE) issued two risk alerts relating to Regulation Best Interest (Reg. BI).

In a Statement on April 2, the Chairman of the Securities and Exchange Commission (SEC), Jay Clayton, announced that the June 30, 2020 timeline for implementation of Regulation Best Interest (“Reg. BI”) will remain.

As financial professionals struggle to adapt during these trying times, securities regulators are also revising their processes and procedures to address the current realities of investor protection in the time of COVID-19 while being fair to the regulated entities.