In July 2017, global index providers S&P Dow Jones (S&P DJI) and FTSE Russell (FTSE) announced changes to their index eligibility rules, with S&P DJI excluding from certain of its indices companies with multi-class capital...more
8/9/2017
/ Corporate Governance ,
Corporate Structures ,
Dow Jones ,
Eligibility ,
FTSE ,
Index Funds ,
Publicly-Traded Companies ,
S&P ,
Share Class Structures ,
Shareholder Rights ,
Voting Powers ,
Voting Rights
The U.S. Securities and Exchange Commission (SEC) announced on June 29, 2017, that the staff (staff) of the Division of Corporation Finance will accept draft registration statement submissions from all companies for nonpublic...more
7/6/2017
/ Confidential Information ,
Corporate Issuers ,
Draft Documents ,
EDGAR ,
Emerging Growth Companies ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Initial Public Offering (IPO) ,
JOBS Act ,
Registration Statement ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On March 22, 2017, the Securities and Exchange Commission (SEC) adopted an amendment to Securities Exchange Act Rule 15c6-1(a) to shorten the standard settlement cycle for most broker-dealer securities transactions from three...more
On November 3, 2016, in Lowinger v. Morgan Stanley & Co. LLC, the U.S. Court of Appeals for the 2nd Circuit upheld a district court finding that customary initial public offering (IPO) lock-up agreements do not render parties...more
As the end of the year approaches, reporting companies should be aware of the various SEC filing deadlines for 2017. Companies also should be mindful of the 2017 financial statement “staleness” dates (when financial...more
In recent months, companies have experienced greater scrutiny of their use of non-GAAP financial measures by the staff of the U.S. Securities and Exchange Commission (SEC). This greater scrutiny follows the release earlier...more
On September 19, 2016, the U.S. District Court for the Southern District of New York granted summary judgment to Wilmington Savings Fund Society, FSB, with respect to claims brought against Cash America International, Inc. in...more
On May 17, 2016, the staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) released new and revised Compliance and Disclosure Interpretations (CDIs) regarding the use of...more
Companies commonly supplement their reported earnings under U.S. generally accepted accounting principles (GAAP) with non-GAAP financial measures that they believe more accurately reflect their results or financial position...more
The U.S. Securities and Exchange Commission (SEC) recently took several important steps to facilitate smaller securities offerings. First, it adopted final rules for the new Securities Act exemption for securities-based...more
11/5/2015
/ Annual Reports ,
Board of Directors ,
Capital Raising ,
Corporate Officers ,
Crowdfunding ,
Exemptions ,
Funding Portal ,
JOBS Act ,
Proposed Amendments ,
Public Comment ,
Public Offerings ,
Registration Requirement ,
Regulation D ,
Residency Requirements ,
Rule 147 ,
Rule 501 ,
Rule 504 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
The staff of the SEC Division of Corporation Finance (Staff) recently issued new Compliance and Disclosure Interpretations (CDIs) and an interpretive letter regarding the general solicitation prohibition in securities...more
8/14/2015
/ Administrative Interpretation ,
Angel Investors ,
CDIs ,
Compliance ,
Corporate Issuers ,
Disclosure ,
General Solicitation ,
Interpretive Letters ,
Investment Adviser ,
No-Action Letters ,
Rule 506 Offerings ,
Securities and Exchange Commission (SEC)
At 11:32 a.m. on July 8, 2015, the New York Stock Exchange (NYSE) announced that NYSE/NYSE MKT had temporarily suspended trading in all symbols. While the suspension appears to have had little impact on overall trading...more
The U.S. market for new issuances of convertible notes was very active in 2014, with approximately $51.4 billion of convertible debt issued in 140 transactions. In the first quarter of 2015, approximately $15.5 billion was...more
As the end of the year approaches, reporting companies should be aware of the various SEC filing deadlines for 2015. Companies also should be mindful of the 2015 financial statement "staleness" dates (when financial...more
On April 9, 2013, the Commodity Futures Trading Commission’s (CFTC) Division of Market Oversight, responding to requests from multiple interested parties, issued a no-action letter (the No-Action Letter) extending the April...more
All swap market participants, including commercial end-users, should be aware of the upcoming April 10 deadline for Commodity Futures Trading Commission (CFTC) swap reporting and recordkeeping requirements under Parts 43, 45...more