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6 days ago | 
jdsupra.com | David Bell |Ran Ben-Tzur |Wendy Grasso
The SEC staff has issued a number of recent statements related to cryptocurrencies. On April 10, the SEC staff articulated how existing disclosure requirements under the federal securities laws apply to offerings and registrations involving crypto assets.
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1 week ago | 
jdsupra.com | David Bell |Ran Ben-Tzur |Wendy Grasso
The SEC recently approved Nasdaq’s proposed changes to the initial listing requirements related to liquidity.Nasdaq proposed to change Listing Rules 5405 and 5505 to: Require that a company listing on the Nasdaq Global Market or Nasdaq Capital Market in connection with an initial public offering (IPO) satisfy the applicable minimum Market Value of Unrestricted Publicly Held Shares (MVUPHS) requirements solely from the proceeds of the offering Make similar changes affecting companies that...
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1 week ago | 
jdsupra.com | David Bell |Ran Ben-Tzur |Wendy Grasso
On April 25, the SEC staff added two new Compliance and Disclosure Interpretations (CDIs), revised 20 CDIs and withdrew three CDIs related to 10b5-1 plans. The SEC staff largely revised the CDIs to conform to the 2022 Rule 10b5-1 amendments, including updated rule references and adding the new compliance requirements.
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2 weeks ago | 
jdsupra.com | David Bell |Ran Ben-Tzur |Wendy Grasso
As companies prepare their Form 10-Q disclosures, it's worth bearing in mind a number of special considerations amid the current economic and political environment. Trade Issues and Tariffs: On April 2, the Trump administration announced a 10% tariff on all countries and an individualized reciprocal higher tariff on certain countries with large trade deficits.
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2 weeks ago | 
jdsupra.com | David Bell |Ran Ben-Tzur |Wendy Grasso
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1 month ago | 
jdsupra.com | David Bell |Ran Ben-Tzur |Wendy Grasso
Acting SEC Chair Mark T. Uyeda outlined potential regulatory changes to make IPOs more attractive and to scale public company disclosures at the Florida Bar’s 41st Annual Federal Securities Institute and M&A Conference.
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1 month ago | 
jdsupra.com | David Bell |Ran Ben-Tzur |Wendy Grasso
Some proxy advisors and institutional investors have made changes to their diversity policies and mandates, including the following: ISS will no longer consider gender, racial, or ethnic diversity for director election recommendations for reports published on or after February 25.
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1 month ago | 
jdsupra.com | David Bell |Ran Ben-Tzur |Wendy Grasso
The SEC published updated Compliance and Disclosure Interpretations on the filing of Schedules 13D and 13G/Shareholder Engagement. Revised Question 103.11 – This CDI was revised to state that a shareholder’s ability to file on Schedule 13G in lieu of the Schedule 13D otherwise required will be informed by the meaning of “control” as defined in Exchange Act Rule 12b-2.
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1 month ago | 
jdsupra.com | David Bell |Ran Ben-Tzur |Wendy Grasso
The SEC rescinded Staff Legal Bulletin No. 14L and issued updated guidance on the exclusion of shareholder proposals under Rule 14a-8 and certain other aspects of Rule 14a-8. Economic Relevance Exclusion: The SEC staff will now focus on a proposal’s significance to a company’s specific business when it relates to operations accounting for less than 5% of total assets, net earnings, and gross sales, rather than the abstract social or ethical significance of an issue.
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1 month ago | 
jdsupra.com | David Bell |Ran Ben-Tzur |Wendy Grasso
The Securities and Exchange Commission has expanded the confidential filing options, including: All Securities Act registration statements may now be submitted confidentially, regardless of how much time has passed since a company’s IPO. A confidential submission for a follow-on offering must be made publicly available on EDGAR at least two business days prior to effectiveness.
