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Boris Dolgonos

Boris Dolgonos

Partner, New York

[email protected]

+1 212.351.4046

Boris Dolgonos is a partner in the New York office of Gibson, Dunn and Crutcher and a member of the Capital Markets and Securities Regulation and Corporate Governance Practice Groups.

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SEC Proposes Rule Changes to Shorten the Security Settlement Cycle to T+1 by March 31, 2024

February 14, 2022 | Posted by J. Alan Bannister; Boris Dolgonos; Andrew L. Fabens; Hillary H. Holmes; Peter Wardle Topic(s): Capital Markets; Miscellaneous; Securities Regulation

​On February 9, 2022, the Securities and Exchange Commission (the “Commission”) announced a proposed rule to shorten the standard settlement cycle for most broker-dealer transactions from two business days after the trade date (“T+2″) to one business day after the trade date (“T+1″), while soliciting comments regarding challenges and possible approaches to achieving settlement by the end of trade date (“T+0″).

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Direct Listings on Nasdaq May Include Primary Capital Raise

June 23, 2021 | Posted by Hillary H. Holmes; Boris Dolgonos Topic(s): Capital Markets; IPOs; Registration Statements; Securities Regulation

​In May, the SEC issued an order (here) approving a proposal by The Nasdaq Stock Market LLC (Nasdaq) permitting primary offerings in connection with a direct listing. This allows companies that are going public through a direct listing to raise proceeds in the direct listing, similar to an IPO. This development follows the SEC’s prior approval of a similar rule proposed by the New York Stock Exchange (NYSE) that also permits primary capital raises in connection with a direct listing. See Gibson Dunn’s Current Guide to Direct Listings (here) and Nasdaq’s Direct Listing page (here) for more information.

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Nasdaq Amends Proposed Rules to Allow Primary Direct Listings

March 1, 2021 | Posted by Hillary H. Holmes; Boris Dolgonos Topic(s): Capital Markets; IPOs; Private Placements; Registration Statements; Securities Regulation

As discussed in Gibson Dunn’s Current Guide to Direct Listings,  the New York Stock Exchange (NYSE) recently amended its rules to permit a primary offering in connection with a direct listing. The Nasdaq Stock Market LLC (Nasdaq) also had proposed rules permitting primary offerings in connection with a direct listing.[1] On February 24, 2021, in the course of the SEC’s review, Nasdaq amended its original proposal to bring its rules more in line with those adopted by the NYSE and approved by the SEC – clearing up some confusion caused by the original proposal.[2]

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SEC Updates Rules Relating to Electronic Submission of Documents

November 29, 2020 | Posted by Andrew L. Fabens; Boris Dolgonos; Eric Scarazzo; Ronald O. Mueller Topic(s): Disclosure; Securities Regulation

​On November 17, 2020, the Securities and Exchange Commission (the “SEC”) announced that it had approved amendments to Regulation S-T and the Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) Filer Manual relating to the use of electronic signatures for SEC filings, including registration statements, reports on Forms 10-K, 10-Q and 8-K, and Section 16 reports. The new rules expressly provide for the use of e-signature methods (e.g., “DocuSign” and “AdobeSign”) for these filings, subject to new authentication procedures summarized below.

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NYSE’s Attempt to Allow Primary Offerings in Direct Listings Hits a Snag

September 2, 2020 | Posted by Hillary H. Holmes; Boris Dolgonos; Peter Wardle; Andrew L. Fabens Topic(s): Corporate Governance; Miscellaneous; Securities Regulation

​Direct listings have emerged as one of the new innovative pathways to the U.S. public capital markets, thought to be ideal for entrepreneurial companies with a well-recognized brand name or easily understood business model. We have also found it attractive to companies that are already listed on a foreign exchange and are seeking a dual listing in the United States. Because direct listings are currently limited to secondary offerings by existing shareholders, they are not an attractive option for companies seeking to raise new capital in connection with a listing. 

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NYSE Provides Temporary Waiver of Certain Shareholder Approval Requirements for Private Placements

April 12, 2020 | Posted by Hillary H. Holmes; Peter Wardle; Boris Dolgonos; Gerry Spedale Topic(s): Audit Committee; Miscellaneous; Securities Regulation

​On April 6, 2020, the Securities and Exchange Commission (“SEC") announced (available here) that it has immediately approved the New York Stock Exchange’s (“NYSE") proposed rule changes that temporarily waive certain shareholder approval requirements relating to private investments in public equity (PIPEs). The rule changes were proposed in light of the unprecedented disruption caused by COVID-19 and will apply through June 30, 2020. While these temporary waivers to Section 312.03 of the NYSE Listed Company Manual (the “Listing Manual") (available here) provide companies added flexibility in conducting PIPEs more quickly, companies must still obtain shareholder approval if required under any other applicable rule, including the equity compensation requirements of Section 303A.08 or the change of control requirements of Section 312.03(d) of the Listing Manual. For more information, please see our recent client alert (available here) discussing key considerations for PIPE transactions.

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Editors

Lauren M. Assaf-Holmes

J. Alan Bannister

Aaron K. Briggs

Michael Collins

Boris Dolgonos

Mellissa Campbell Duru

Andrew L. Fabens

Sean Feller

Tull Florey

Gina Hancock

Krista P. Hanvey

Lauren Hebson

Hillary H. Holmes

Elizabeth A. Ising

Thomas J. Kim

David Korvin

Stella Kwak

Brian J. Lane

Ari Lanin

Julia Lapitskaya

Robert B. Little

Cynthia M. Mabry

Stewart McDowell

Gregory Merz

James J. Moloney

Ronald O. Mueller

Michael K. Murphy

Ekaterina (Kate) Napalkova

Justine Robinson

Michael Scanlon

Eric Scarazzo

Elvia Soto

Gerry Spedale

Jack Strachan

Michael A. Titera

Tracey Tomlinson

Harrison Tucker

Peter Wardle

David C. Ware

Robyn Zolman

Lori Zyskowski

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  • Harvard Law School Forum on Corporate Governance and Securities Regulation
  • National Association of Corporate Directors
  • Columbia Law Blue Sky
  • COVID-19 Resources for Public Companies
  • ESG Resources for Public Companies

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