On Tuesday, March 5th, the U.S. House Financial Services Committee debated several bills that could have a significant impact on capital formation in private and public markets. The bills reflect the ongoing push for...more
The SEC Office of the Advocate for Small Business Capital Formation has released its Annual Report for Fiscal Year 2024, shedding light on the current state of initial public offerings (IPOs) and the challenges faced by small...more
Following its previously announced enforcement sweep in September 2023, the Securities and Exchange Commission (SEC) announced on September 25, 2024, that it had settled charges against 23 entities and individuals for failing...more
In an encouraging sign that the equity capital markets may be improving for biotechnology companies, Bicara Therapeutics Inc. and Zenas Biopharma, Inc. filed S-1 registration statements yesterday, signaling their intention to...more
On March 6, 2024, the Securities and Exchange Commission (SEC) adopted, by a 3-2 vote, final rules regarding the enhancement and standardization of climate-related disclosures...
The final rules are the culmination of...more
On December 19, 2023, the Fifth Circuit Court of Appeals vacated the SEC’s share repurchase disclosure rule, which required issuers to: (i) report daily aggregate share repurchase data on a quarterly basis, (ii) indicate if...more
12/21/2023
/ Administrative Procedure Act ,
Appeals ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Publicly-Traded Companies ,
Regulatory Violations ,
Remand ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Share Buybacks ,
Stock Repurchases ,
Vacated
On October 10, 2023, the SEC adopted final amendments to Regulation 13D-G and Regulation S-T to modernize the beneficial ownership reporting regime under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as...more
On August 25, 2023, the SEC issued new compliance and disclosure interpretations (C&DIs) related to (i) the December 2022 Rule 10b5-1 amendments and (ii) the related issuer disclosure requirements. The full text of the Rule...more
In light of the August 30, 2023 historic recommendation from the U.S. Department of Health and Human Services (HHS) to reschedule cannabis to Schedule III, a multidisciplinary group of attorneys from Foley Hoag’s nationwide...more
9/1/2023
/ Cannabidiol (CBD) oil ,
Cannabis Products ,
Controlled Substances ,
Controlled Substances Act ,
Criminal Penalties ,
DEA ,
Department of Health and Human Services (HHS) ,
Food and Drug Administration (FDA) ,
Legislative Agendas ,
Marijuana ,
Medical Marijuana ,
Schedule I Drugs
Since Friday, March 10, 2023, more than 300 public companies have filed current reports on Form 8-K regarding the closure of Silicon Valley Bank ("SVB"). Company disclosure in these 8-Ks falls essentially into four...more
3/16/2023
/ Banking Sector ,
Banks ,
Deposit Accounts ,
Deposit Insurance ,
Depository Institutions ,
Disclosure ,
FDIC ,
Federal Reserve ,
Financial Crisis ,
Financial Institutions ,
Form 8-K ,
Insolvency ,
Publicly-Traded Companies ,
Receivership ,
Silicon Valley
In August 2000, the Securities and Exchange Commission (“SEC”) adopted Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which, among other things, established an affirmative defense to a...more
12/20/2022
/ 10b5-1 Plans ,
Amended Rules ,
Board of Directors ,
Corporate Governance ,
Corporate Officers ,
Directors ,
Disclosure ,
Disclosure Requirements ,
Insider Trading ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation
As issuers prepare for the end of the 2021 calendar year and the beginning of the 2022 proxy season, many will soon begin circulating director and officer questionnaires. Nasdaq-listed issuers should consider including new...more
2020 has been a banner year for IPOs by special purpose acquisition companies, or SPACs. Over 100 SPAC IPOs have closed so far in 2020, with aggregate gross proceeds of approximately $42.1 billion and an average IPO size of...more
On March 26, 2020, the SEC announced that it is providing additional temporary relief to market participants in light of the COVID-19 pandemic. The relief covers (i) parties needing to file a Form ID to gain access to the...more
Following the SEC’s announcement on March 4, 2020 that it was providing conditional relief to public companies affected by COVID-19 for their filing obligations under the federal securities laws, many companies have availed...more
On March 12, 2020, the SEC announced that it has adopted amendments to the “accelerated filer” and “large accelerated filer” definitions to “more appropriately tailor the types of issuers that are included in the definitions,...more
On March 4, 2020, the SEC proposed amendments to existing exemptions from the registration requirements under the Securities Act of 1933 to simplify, harmonize, and improve the existing regulatory framework and to promote...more
3/10/2020
/ Accredited Investors ,
Corporate Governance ,
Crowdfunding ,
Offerings ,
Proposed Amendments ,
Regulation A ,
Regulation D ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Small Offering Exemptions