For a company to list on the Nasdaq Stock Exchange, it must meet certain minimum financial and liquidity requirements. Companies must meet one of four financial standards and a set of liquidity requirements that vary according to the circumstances or type of company...
The SEC adopted final rules on March 6, 2024, introducing new disclosure requirements applying to registration statements and annual reports for certain types of public companies. Read this article to get an overview of the required disclosures, how the rules affect...
The compensation discussion and analysis (CD&A) section of a proxy statement discusses a public company’s compensation programs and policies, compensation decision making, named executive officers (NEOs), and the “hows,” “how-muches...
Unless an exemption applies regarding the security or the transaction, every offer or sale of a security that is not a "covered security" under the National Securities Markets Improvement Act of 1996 is subject to registration requirements under the Blue...
A subscription (or purchase) agreement is a document that formalizes the contractual obligation for an investor to buy securities in a securities offering. Private placements can be made according to an exemption or safe harbor under Section 4(a)(2) of the Securities...
One of the most common methods for companies to raise capital outside the registration process is to conduct an offering relying on rule 506 of Regulation D. These board minutes reflect the private placement memorandum, all of the transaction documents, registration...
In a direct listing of securities, an issuer lists their securities directly on an exchange without first selling securities to underwriters. Although many of the exchange requirements are the same, the required minimum market value of shares, offering costs, lock...
The SEC adopted rules and rule amendments on January 24, 2024, that impose a considerable amount of new disclosure requirements for special purpose acquisition companies (SPACs) relating to sponsors, conflicts of interest, de-SPAC transactions, and more. The SEC...
The most robust due diligence disclosures are keyed to the company’s industry, stage of growth, and other particular circumstances. Pharmaceutical companies operate in a highly-regulated space, while development-stage companies in that industry face high...
The due diligence process is a long, detailed, and critical part of conducting an offering. Diligence counsel must surface all material information via requests, interviews, and a considerable amount of document review. Use this resource kit to surface templates...
Greenwashing, or the misrepresentation by companies of the environmental impact of their business, products, or services, has been the subject of considerable backlash. It has come in the form of class action lawsuits, shareholder activism, and regulation by states...
Before, or in addition to, going public, companies raise capital through offerings exempt from registration, especially via the exemptions available under Regulation D. Use this resource kit to review Practical Guidance’s practice notes, checklists, templates...
Cybersecurity incidents have increased in frequency and severity in recent years and the SEC has responded by mandating disclosure of material cybersecurity incidents in periodic disclosures. Use this checklist as a guide to the recent SEC rulemaking that augments...
Although winter temperatures have dropped, public company counsel can look forward to marking the arrival of spring when their clients file their annual reports on Form 10-K. There is still much to do before that point, so take a look at the practice notes, checklists...