The SEC has extended the conditional relief it granted earlier this month to allow reporting companies and others to delay certain filings required by the Securities Exchange Act of 1934. The relief originally covered filings due between March 1, 2020 and April 30, 2020; the relief now extends to cover such filings due on or before July 1, 2020. See our original post here for more information about the scope of the relief.… More
On March 25, 2020, the SEC’s Division of Corporation Finance published CF Disclosure Guidance: Topic No. 9, which provides the Division’s views regarding public companies’ reporting and other obligations under the federal securities laws in light of the current COVID-19 outbreak.
While acknowledging the rapidly evolving and unpredictable nature of the COVID-19 outbreak and the targeted disclosure relief recently provided by the SEC,… More
The SEC is rapidly responding to the ongoing COVID-19 crisis in ways big and small. For persons who are entering the SEC reporting system for the first time, which could be because they have been newly appointed an executive officer or director of a public company or have recently acquired beneficial ownership of more than 5% of a public issuer, a Form ID must be submitted to request the codes necessary to submit filings via the SEC’s EDGAR (electronic data gathering,… More
In light of the unprecedented changes to the economy as a result of COVID-19, many parties to contracts are carefully considering force majeure clauses, and whether such clauses permit them to void contractual obligations. While most of the contracts considered are supply agreements or other commercial contracts, underwriting agreements in capital markets transactions include similar clauses which could allow underwriters to terminate an offering between pricing and closing.… 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 themselves of this relief.
In addition, several companies have already identified risks related to COVID-19 that are material to their businesses and investors, often noting that the full impact of the global pandemic remains uncertain.… More
As efforts to contain the spread of COVID-19 gain steam, companies may consider whether to hold a virtual annual meeting rather than a traditional in-person meeting.
To that end, the SEC staff has offered public companies flexible options to switch to a virtual meeting (or otherwise reschedule or relocate a meeting), even if they have already filed proxy materials and given notice of the meeting at a particular time,… 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, thereby reducing unnecessary burdens and compliance costs for certain smaller issuers while maintaining investor protections.”
The amendments will exempt smaller reporting companies (SRCs) with less than $100 million in annual revenues from the requirement that their outside auditors attest to,… More
In response to the widespread outbreak of the COVID-19 pandemic in the United States, the U.S. Securities and Exchange Commission (SEC) has granted some flexibility to issuers with respect to their obligations to file periodic reports and deliver proxy and information statements to shareholders under the Securities Exchange Act. On March 4, the SEC issued an exemptive order granting affected public companies, subject to certain conditions, an additional 45 days to file or deliver those materials. … 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 capital formation while preserving or enhancing important investor protections. Promoting capital formation continues to be a primary object of the SEC, as evidenced by the previously proposed amendments to the “accredited investor” definition. (See our IPO,… More
Recent Amendments to FINRA Rules 5130 and 5131
While many people extol the virtues of a good spin class (particularly in January, following New Year’s resolutions), in the context of Initial Public Offerings, “spinning” has a severely negative connotation. Spinning was a practice where a bank held back shares of a popular initial public offering to allocate to an executive officer or director of a current or potential investment banking client of the bank instead of placing those shares with investors through the standard public offering allocation process. … More