With the Federal Trade Commission’s Final Rule that would ban noncompetes nationwide set to go into effect on September 4, 2024, assuming pending litigation doesn’t cause any delays, employers should begin planning now to...more
On November 22, 2023, the US Securities and Exchange Commission (SEC) issued an order postponing the effective date for the new share Repurchase Rule (88 Fed. Reg. 36002 (June 1, 2023)) pending further SEC action. The SEC’s...more
On October 10, 2023, the US Securities and Exchange Commission (SEC) adopted amendments to Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, which among other things, accelerate the filing deadlines for...more
On June 9, 2023, the US Securities and Exchange Commission (SEC) approved amendments to clawback policy listing standards proposed by the New York Stock Exchange (NYSE) and the Nasdaq Stock Market LLC (Nasdaq) that extend the...more
On May 3, 2023, the US Securities and Exchange Commission (SEC) adopted amendments to the share repurchase disclosure rules that require the disclosure of daily share repurchase activity on a quarterly basis by domestic...more
On August 6, 2021, the US Securities and Exchange Commission (SEC) approved the listing rules proposed by The Nasdaq Stock Market LLC (Nasdaq) to advance board diversity and enhance the transparency of diversity statistics...more
At an Open Meeting on December 14, 2022, the US Securities and Exchange Commission (SEC) adopted amendments to Rule 10b5-1 promulgated under the Securities Exchange Act of 1934 (Exchange Act), which impose new limitations on...more
12/22/2022
/ 10b5-1 Plans ,
Board of Directors ,
Corporate Counsel ,
Corporate Governance ,
Corporate Officers ,
Directors ,
Disclosure Requirements ,
Filing Requirements ,
Insider Trading ,
New Amendments ,
New Rules ,
Securities and Exchange Commission (SEC)
On August 25, 2022, the US Securities and Exchange Commission (SEC) adopted final rules to implement the pay versus performance disclosure requirement mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act...more
Earlier this week, the US Securities and Exchange Commission (SEC) proposed amendments to Exchange Act Rule 10b5-1 that would impose new restrictions and disclosure requirements for (1) trading plans that afford executives...more
On November 2, 2020, the Securities and Exchange Commission (SEC) voted to amend the framework for exempt offerings under the Securities Act of 1933, as amended (Securities Act). The amendments generally establish a new...more
On August 26, 2020, the US Securities and Exchange Commission (the SEC or “Commission”) adopted amendments to the definition of “accredited investor” to add new categories of qualifying natural persons and entities and make...more
8/28/2020
/ Accredited Investors ,
Exempt Reporting Advisers (ERAs) ,
Family Offices ,
Federal Register ,
Investment Adviser ,
Knowledgeable Employee ,
Limited Liability Company (LLC) ,
Natural Person Requirement ,
Private Funds ,
Rural Business Investment Companies (RBICs) ,
SBIC ,
Securities and Exchange Commission (SEC) ,
Sole Proprietorship
The interest in special purpose acquisition company (SPAC) transactions continues to skyrocket, with nearly half of all IPOs year-to-date filed by SPACs and with “de-SPAC” transactions increasing.
Join McDermott on...more
7/28/2020
/ Acquisitions ,
Initial Public Offering (IPO) ,
Investors ,
IPO Sponsors ,
Private Equity ,
Private Equity Firms ,
Private Equity Funds ,
Risk Management ,
Securities Transactions ,
Special Purpose Acquisition Companies (SPACs) ,
Webinars
On June 23, 2020, the Division of Corporation Finance (CF) and the Office of the Chief Accountant of the US Securities and Exchange Commission (SEC) released guidance that provides additional views on disclosure related to...more
Because of circumstances arising from the COVID-19 pandemic, Nasdaq and the NYSE have instituted rule changes granting temporary relief from shareholder approval requirements for certain transactions. In this article, we...more
Uncertainty continues to loom over the M&A market as organizations that were actively involved in transactions before the COVID-19 pandemic assess risks stemming from reduced valuations, condensed financing options, the...more
5/5/2020
/ Acquisitions ,
Best Practices ,
Contract Disputes ,
Contract Negotiations ,
Contract Termination ,
Contract Terms ,
Coronavirus/COVID-19 ,
Depositions ,
Litigation Strategies ,
Material Adverse Change Clauses (MACs) ,
Material Adverse Effects ,
Mergers ,
Remedies ,
Remote Hearings ,
Representations and Warranties ,
Risk Assessment ,
Webinars
Institutional Shareholder Services and Glass, Lewis & Co. released revised proxy voting guidelines in light of the Coronavirus (COVID-19) pandemic. This On the Subject details key implications for the 2020 proxy season...more
The Coronavirus (COVID-19) pandemic and the responses of governments and societies to the crisis are having a profound impact on public companies and capital markets worldwide. Such companies, including those in the United...more
3/29/2020
/ Annual Meeting ,
Board Meetings ,
Board of Directors ,
Capital Markets ,
Coronavirus/COVID-19 ,
Disclosure Requirements ,
EU ,
EU Market Abuse Regulation (EU MAR) ,
European Central Bank ,
Filing Deadlines ,
Form 10-K ,
Form 8-K ,
France ,
Germany ,
Poison Pill ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-T ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Time Extensions ,
United States ,
Virtual Meetings
In the third quarter of 2019, the SEC Staff announced major changes to the standard no-action request review and response process relating to shareholder proposals. In addition, the SEC expanded the availability of...more
10/18/2019
/ Accredited Investors ,
Benchmarks ,
Capital Markets ,
Emerging Growth Companies ,
Enforcement Actions ,
Inter-Bank Offered Rates (IBORs) ,
Investment Adviser ,
Market Participants ,
New Guidance ,
New Rules ,
No-Action Requests ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation D ,
Regulation FD ,
Rule 144A ,
Rule 14a-8 ,
Rule 501 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
On August 20, 2019, the US Securities and Exchange Commission (SEC) charged TherapeuticsMD Inc., a Boca Raton, Florida, headquartered life sciences company, with violations of Regulation FD for sharing material, non-public...more
9/4/2019
/ Food and Drug Administration (FDA) ,
Life Sciences ,
Material Nonpublic Information ,
Policies and Procedures ,
Public Disclosure ,
Publicly-Traded Companies ,
Regulation FD ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Settlement ,
Stock Prices
During the previous quarter, the SEC proposed new rulemaking to reduce the number of smaller companies that become subject to enhanced reporting requirements through “accelerated filer” and “large accelerated filer” status....more
7/16/2019
/ Accelerated Filers ,
Amended Rules ,
Blockchain ,
Capital Markets ,
Confidential Information ,
Cryptocurrency ,
Disclosure Requirements ,
FOIA ,
Food Marketing Institute v Argus Leader Media ,
Howey ,
ICFR ,
Investment Contract ,
Nasdaq ,
No-Action Letters ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies ,
Substantial-Competitive-Harm Test ,
Threshold Requirements
Although the SEC was closed during the first few weeks of the year, they came back strong to close out the quarter with a flurry of final and proposed rulemakings. Over the first quarter of 2019, the SEC adopted additional...more
4/16/2019
/ Anti-Fraud Provisions ,
C&DIs ,
Disclosure Requirements ,
EDGAR ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Form 10-Q ,
GAAP ,
Gender Equity ,
MD&A Statements ,
Nasdaq ,
NYSE ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Woman Board Members ,
XBRL Filing Requirements
For many companies, closing out 2018 means it is time to prepare an annual report and shift attention to the upcoming proxy season. This is an opportune time to take a look back at rulemaking, interpretive guidance and...more
On December 18, the SEC adopted a final rule requiring companies to disclose in proxy or information statements for the election of directors any practices or policies regarding the ability of employees or directors to engage...more
Institutional Shareholder Services Inc. and Glass, Lewis & Co., LLC both recently issued their annual proxy voting guideline updates. As revised, these guidelines have important implications for companies preparing for the...more
The SEC Divisions of Corporation Finance, Investment Management, and Trading and Markets recently issued a statement addressing the SEC’s recent digital asset securities actions. This statement confirms the applicability of...more