Securities & Capital Markets

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.

Read about Massachusetts Governor Baker’s executive order that temporarily permits Mass. Public Companies to Hold Virtual-Only Shareholder Meetings.

On March 23, 2020 the SEC issued a statement warning about the risks of insider trading posed by the COVID-19 pandemic.

Read about the SEC’s guidance on disclosures, including those related to COVID-19 and financial reporting issues, as well as on securities trading in light of the pandemic.

Read about the SEC's new Guidance on Manual Signatures Required under Rule 302(b) of Regulation S-T as a Result of Coronavirus (COVID-19).

Read about the SEC’s extension of conditional relief from filing deadlines and mailing obligations as a result of COVID-19 to July 1, 2020.

This alert covers Governor Cuomo’s executive order allowing corporations in New York to hold virtual-only shareholders meetings in light of COVID-19.

On March 18, 2020, the Delaware Supreme Court (the “Court”) issued a groundbreaking decision reversing the Delaware Court of Chancery’s December 2019 ruling in Sciabacucchi v. Salzberg, 2018 Del. Ch. LEXIS 578 (Del. Ch. Dec. 19, 2018), and holding that charter provisions adopted by public companies that designate a federal forum for securities claims brought pursuant to the Securities Act of 1933 (“Federal Forum Provisions”) are valid and enforceable.

This article reviews guidance issued Friday, March 13, 2020 by the SEC’s Division of Corporation Finance to help public companies manage their upcoming annual meeting processes in light of COVID-19.

Read about the SEC’s March 4 order granting issuers and other persons relief from some securities law requirements in the event of disruptions due to the coronavirus.

On January 13th, the US House of Representatives overwhelmingly voted to pass legislation designed to prevent public company insiders from trading on corporate information ahead of the investing public during the period between the filing of a Form 8-K and the event triggering the filing (the “8-K gap period”). The US Senate version of the 8-K Trading Gap Act of 2019 (the “Bill”) was introduced on January 17th and awaits consideration.

This advisory covers guidance from the SEC on the disclosure of key MD&A performance metrics and three new CD&Is.

The New York City Bar Association Compliance Committee (“Committee”) recently issued a report encouraging financial regulators to provide a clear framework for when compliance officers may be held personally liable for the misconduct of their employing institutions.

The Enforcement Section of the Massachusetts Securities Division (“MSD”) recently filed an Administrative Complaint against Ryan Patrick Skinner (“Skinner”) and related entities Summit Financial Partners and Summit Financial Ptrs Inc of Woburn, MA (together, “Summit”). 

This article reviews an SEC proposal to open private capital markets to new investors by expanding its definitions of “accredited investor” and “qualified institutional buyer.”

Read about the SEC’s December 30, 2019 statement on the role of public company audit committees in financial reporting and the oversight responsibilities of audit committees.

Read about regulatory developments affecting public companies as they prepare for fiscal year-end Securities and Exchange Commission filings and annual shareholder meetings.

Read about the SEC’s proposed rule amendments related to shareholder proposals and its guidance for companies seeking to exclude a shareholder proposal under the “ordinary business exception.”

Delaware corporations have always been required to provide certain information to their stockholders under Section 220 of the Delaware General Corporation Law (DGCL), but the scope and form of that information  has naturally changed as technology advances.  A recent expansion of the type of documents that corporations may be required to provide occurred in a recent case in which the Delaware Supreme Court held in KT4 Partners LLC v. Palantir Technologies, Inc., that a corporation may be required to produce emails and other electronically stored records at the request of stockholders who bring books and records requests under Section 220.