Growth Companies Should Disclose Financial Projections In IPO Prospectuses

Spencer Feldman's article first appeared in Law360 (April 9, 2021, subscription required) Read More ›

SEC Announces That It Will Aggressively Scrutinize Issuer’s Climate Change Disclosure

Issuers Need to be Prepared to Provide More Accurate and Consistent Disclosures of the Material Risks Associated with Climate Change Read More ›

Leadership Change at the SEC: What Activists Could Expect from Gary Gensler and the Biden Administration

President Biden to Nominate Former CFTC Chair Gary Gensler to Lead the SEC Read More ›

Delaware Chancery Court Provides Important Guidance on COVID-19’s Impact on a Buyer’s Obligation to Close:

Seller’s COVID-related actions breached an “ordinary course” covenant, even though the COVID-19 pandemic did not give rise to a “material adverse effect.”

Authored by Michael R. Neidell and Zachary E. Freedman, Law Clerk Read More ›

New York State Updates State Securities Regulations

New Rules Modernize Securities Filings and Eliminate Pre-Offer Filing Requirements, Now Consistent with Federally Set Timelines Read More ›

Nasdaq Proposes New Listing Rules Related to Board Diversity

On December 1, 2020, Nasdaq filed Proposed Rule 5605(f) with the U.S. Securities and Exchange Commission (“SEC”) to adopt new listing rules related to board diversity. If approved by the SEC, Proposed Rule 5605(f) would require all companies listed on Nasdaq’s U.S. exchange to publicly disclose their diversity statistics regarding their board of directors. Proposed Rule 5605(f) would also require all Nasdaq-listed companies to include a minimum number of individuals on their board of directors who self-identify in one or more of the following “Diverse” categories: female, underrepresented minority or LGBTQ+. Read More ›

SEC Adopts Amendments to Permit the Use of Electronic Signatures for SEC Filings

Authored by Kenneth M. Silverman; Zachary E. Freedman, Law Clerk Read More ›

The SEC Rebuilds the Integration Principles Guiding Concurrent Private and Public Offerings of Securities

The SEC’s new release amends the rules governing “integration” permitting private placements and registered public offerings to occur shortly before, after or at the same time with each other. The amendments replace the SEC’s prior five-factor test with practical updates for today’s markets that particularly benefit smaller publicly traded companies. Read More ›

The SEC Proposes a Safe Harbor for Permissible Capital-Raising Activities by Unregistered Finders

Recognizing the longstanding need for a new approach to the regulation of finders who help smaller businesses raise early stage capital, the SEC has published a notice of a proposed exemptive order and request for comment to formalize the regulatory status of unregistered finders. The proposed finders exemption from broker-dealer registration would facilitate a role for unregistered finders in the capital-raising process and clarify the circumstances under which issuers can legally compensate finders who comply with specified conditions. The author’s thoughts on the proposed finders exemption follow a summary of the rule proposal. Read More ›

SEC Issues 100th Whistleblower Award Just Days after Adopting Amendments to Whistleblower Program

The New Rules are Designed to Add Clarity, Efficiency and Transparency to the SEC’s Already Successful Whistleblower Award Program Read More ›