| Posted by J. Alan Bannister; Hillary H. Holmes Topic(s): Corporate Governance; Miscellaneous; Securities Regulation
Direct listings have increasingly been gaining attention as a means for a private company to go public. In our most recent memo available here, we provide a summary of the current requirements for direct listings on the NYSE and Nasdaq and of NYSE’s recent proposal to amend its direct listing rules to allow primary offerings through the NYSE in conjunction with direct listings. We also explore the potential benefits and risks associated with direct listings.
| Posted by Ronald O. Mueller; James J. Moloney; Michael A. Titera Topic(s): Miscellaneous; Securities Regulation
| Posted by Michael A. Titera; Ronald O. Mueller Topic(s): Miscellaneous; Securities Regulation
On August 20, 2019, the Division of Corporation Finance (the “Staff") of the Securities and Exchange Commission (“SEC") issued nine new Compliance and Disclosure Interpretations (“C&DIs") regarding Interactive Data (available here), addressing many of the technical compliance issues surrounding the Inline XBRL rules, particularly with respect to common questions related to the exhibit index and cover page tagging. The C&DIs also address compliance by early or voluntary filers and foreign private issuers. The Inline XBRL rules went into effect for calendar year-end large accelerated filers when filing their second quarter Form 10-Q.
| Posted by Hillary H. Holmes; Andrew L. Fabens; Peter Wardle; Stewart McDowell; James J. Moloney; Elizabeth A. Ising; Lori Zyskowski Topic(s): Audit Committee; Corporate Governance; Miscellaneous; Securities Regulation
This is a smart time of year to confirm plans for SEC reporting and capital markets transactions in 2020. To assist public companies in keeping track of the various filing deadlines, we have prepared a desktop reference calendar that sets forth filing deadlines for many SEC reports. To assist companies with planning capital markets transactions, including IPOs, our calendar also provides the staleness dates (i.e., the last date financial statements may be used in a prospectus or proxy statement without being updated).
| Posted by Michael A. Titera; Ronald O. Mueller; Elizabeth A. Ising Topic(s): Miscellaneous; Securities Regulation
As we discussed in a prior client alert (available here), in March 2019, the Securities and Exchange Commission (the “SEC") adopted a number of changes to modernize and simplify disclosure requirements (the “Final Rules"). While many of these changes went into effect on May 2, 2019, the SEC adopted phased compliance dates for the requirements to tag data on the cover pages of Forms 10-K, 10-Q, 8-K, 20‑F, and 40-F in Inline XBRL. The Final Rules set forth the following compliance dates (which mirror the compliance dates for operating companies to implement the general Inline XBRL requirements):
| Posted by Michael A. Titera; Hillary H. Holmes; James J. Moloney Topic(s): Miscellaneous; Securities Regulation
On July 12, 2019, the Division of Corporation Finance, Division of Investment Management, Division of Trading and Markets, and Office of the Chief Accountant of the Securities and Exchange Commission (the “Staff") issued a joint statement (the “Statement") (available here) regarding the expected discontinuation of LIBOR and transition to alternative reference rates. The Statement reminds readers that the discontinuation of LIBOR could have a significant impact on financial markets and may present a material risk for market participants, including public companies, investment advisers, investment companies, and broker-dealers. The Statement encourages market participants to proactively manage their transition away from LIBOR and outlines several areas that may warrant increased attention. As noted by the Staff, “[f]or many market participants, waiting until all open questions have been answered to begin this important work likely could prove to be too late to accomplish the challenging task required." We encourage anyone who may be impacted by the LIBOR transition to review the Statement, which outlines ways market participants can think through potential transition risks and provides helpful guidance on related disclosure obligations and risk management efforts.
| Posted by Hillary H. Holmes; James J. Moloney; Peter Wardle Topic(s): JOBS Act; Miscellaneous; Securities Regulation
On June 18, 2019, the Securities and Exchange Commission issued a concept release (available here) announcing that it isseeking comment on “possible ways to simplify, harmonize, and improve the exempt offering framework to promote capital formation and expand investment opportunities while maintaining appropriate investor protections.”
| Posted by Peter Wardle Topic(s): Miscellaneous; Securities Regulation
The Securities and Exchange Commission (the “Commission") on March 20 proposed rule amendments (collectively, the “Proposal") to improve access to capital and facilitate investor communications by business development companies (“BDCs") and registered closed-end funds (collectively, the “affected funds").[1]
| Posted by J. Alan Bannister Topic(s): Miscellaneous
On September 11, 2018, Judge Raymond Dearie of the Eastern District of New York rejected a motion to dismiss in U.S. v. Zaslavskiy, the first criminal securities fraud prosecution relating to an initial coin offering. The motion to dismiss challenged the prosecution’s characterization of two virtual currencies promoted by Maxim Zaslavskiy as “securities” under the federal securities law.
| Posted by Hillary H. Holmes; Elizabeth A. Ising; James J. Moloney; Michael A. Titera Topic(s): Miscellaneous; Securities Regulation
On August 17, 2018, the Securities and Exchange Commission (the “Commission") adopted several dozen amendments (available here) to “simplify compliance without significantly altering the total mix of information" (the “Final Rules"). In Release No. 33-10532, the Commission characterized the amended requirements as redundant, duplicative, overlapping, outdated or superseded, in light of subsequent changes to Commission disclosure requirements, U.S. GAAP, IFRS and technology developments.