Exchange Act Reports; Securities Act Filings -
On August 26, 2020, the Securities and Exchange Commission announced changes to Regulation S-K intended to modernize certain disclosures related to an issuer’s business...more
In this edition of Orrick’s series of life sciences publications, we offer a market update drawing on a variety of PitchBook datasets depicting macro trends in financing across the market, as well as a spotlight on any trends...more
In this edition of Orrick’s series of life sciences publications, we offer a market update drawing on a variety of PitchBook datasets depicting macro trends in financing across the market, as well as a spotlight on any trends...more
COVID-19 has had far-reaching social, economic and regulatory impacts. Nearly all companies (private and public, large and small) have had reason to more frequently convene their boards of directors to review and monitor...more
6/22/2020
/ Board of Directors ,
Clinical Trials ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Derivative Suit ,
Food and Drug Administration (FDA) ,
Internal Controls ,
Life Sciences ,
Oversight Duties ,
Pharmaceutical Industry ,
Research and Development
The Massachusetts Securities Division (the Division) warns that the average investor is overwhelmed by the COVID-19 pandemic. The Division points to several COVID-19-related items such as physical isolation, job uncertainty...more
Executive Summary. On May 21, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the current rules that require public companies to disclose financial information on significant acquisitions and...more
On May 4, 2020, the SEC adopted temporary final rules, in light of the effects of the COVID-19 pandemic, that eased Regulation Crowdfunding requirements in order to make it easier for small businesses to raise money through...more
One of the fastest ways to garner unwanted attention as a publicly-traded life sciences company is to be accused by either a regulator or stockholder that the company disclosed materially misleading information about the...more
5/27/2020
/ Clinical Trials ,
Corporate Governance ,
Disclosure Requirements ,
FDA Approval ,
Food and Drug Administration (FDA) ,
Life Sciences ,
Misleading Impressions ,
Pharmaceutical Industry ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC)
The SEC declared immediately effective a proposed Nasdaq rule change to delay the implementation (the “Delay Implementation”) of the previously approved Nasdaq rule change (the “April Rule Change”) to expedite delisting of...more
The SEC declared, effective immediately as of May 14, 2020, a new NYSE rule proposal which provides a temporary exception through June 30, 2020 from the shareholder approval requirements for specified issuances of 20% or more...more
Are direct listings a viable potential alternative for all companies seeking to go public? The answer may likely be no, especially for early stage life sciences companies that are not household names. ...more
5/18/2020
/ Broker-Dealer ,
Capital Markets ,
Capital Raising ,
Direct Listing ,
Initial Public Offering (IPO) ,
Investment ,
Investment Adviser ,
Life Sciences ,
Listing Standards ,
Nasdaq ,
NYSE ,
Publicly-Traded Companies
This first installment in a series of Orrick publications is dedicated to the exploration of trends in venture investment across life sciences. For this issue, we offer historical context to inform our trend analysis and...more
The SEC declared, effective immediately, as of May 4, 2020, a new Nasdaq rule proposal (“Listing Rule 5636T”), which provides a temporary exception, through June 30, 2020...more
On May 4, 2020, the staff of the Division of Corporation Finances issued four new COVID-19-related FAQs relating to the SEC’s COVID-19 Order and its interaction with Form S-3 (FAQs were issued and not included in the staff’s...more
The SEC has approved a previously proposed Nasdaq rule change to expedite delisting of securities with a closing bid price at or below $0.10 for 10 consecutive trading days during any bid price compliance period and that have...more
The SEC declared immediately effective, as of April 17, 2020, a Nasdaq rule proposal providing relief to listed companies that, in light of market conditions resulting from the impact of COVID-19, have fallen out of...more
Both ISS and Glass Lewis have provided guidance on the application of their respective policies due to the impact of COVID-19. Below is a summary of certain of the guidance and related considerations for public companies...more
The Division of Corporation Finance staff of the Securities Exchange Commission continues to address logistical difficulties arising from COVID-19, in this case with regard to paper Form 144 submissions....more
The SEC has approved and declared immediately effective an NYSE proposed rule change to waive, through June 30, 2020, and subject to compliance with conditions, application of certain of the shareholder approval requirements...more
The staff of the Division of Corporation Finance, the Division of Investment Management, and the Division of Trading and Markets has issued a new statement offering relief from the authentication document retention...more
Exchange Act Reports -
On March 25, 2020, the Securities and Exchange Commission issued an exemptive order modifying its March 4, 2020 order granting regulatory relief for certain publicly-traded company filing obligations...more