By: Sara K. Orr and Sofia Dolores Martos, Kirkland & Ellis LLP This article provides an introduction to the concept of corporate environmental social governance (ESG); generally describes the disclosure frameworks adopted by companies in connection...

By: Susan L. Saltzstein, Mollie Kornreich, and Kyle J. Schwartz Skadden, Arps, Slate, Meagher & Flom LLP This article highlights a selection of U.S. Supreme Court decisions that touch on key aspects of the securities laws, including (1) liability...

By: Trevor S. Norwitz, Sabastian V. Niles, and Justin C. Nowell, Wachtell, Lipton, Rosen & Katz This article discusses recent market trends related to shareholder proposals, a popular and effective mechanism enabling shareholders to recommend or...

By: Amy J. Greer and A. Valerie Mirko , Baker & Mckenzie LLP This article discusses the change in the U.S. presidential administration, including its impact on financial regulation generally and the U.S. Securities and Exchange Commission (SEC)...

By: David A. Curtiss , Proskauer Rose LLP This article discusses recent market trends regarding special purpose acquisition companies (SPACs), covering notable transactions, deal structure and process, and other key market trends, and provides an outlook...

By: Alex May and William Erlain , Jenner & Block LLP This article provides an overview of the notable market trends in corporate governance and public company reporting in 2019 and early 2020 and the outlook for the remainder of 2020. IN 2019...

By: Charles J. Clark , Barry A. Bohrer , and Christian J. Ascunce , Schulte Roth & Zabel LLP THIS ARTICLE PROVIDES GUIDANCE COVERING KEY questions that your organization may face as a result of a regulatory and enforcement inquiry during COVID-19...

By: Michael L. Hermsen, Anna Pinedo, and Laura D. Richman , Mayer Brown LLP THE ARTICLE ALSO HIGHLIGHTS KEY FORM 10-K AND FORM 10-Q matters, including risk factors, management discussion and analysis (MD&A), and financial statement issues, and examines...

By: Davina K. Kaile , Gabriella A. Lombardi , Christina F. Pearson , and Stanton D. Wong , Pillsbury Winthrop Shaw Pittman LLP This Q&A addresses some of the most frequently asked questions of public companies on how to navigate the challenges posed...

By: Laura D. Richman and Michael L. Hermsen , Mayer Brown LLP This article discusses some key ramifications of the coronavirus outbreak for public companies. In addition to a host of significant general business concerns, such as those relating to liquidity...

By: Mark S. Bergman , John C. Kennedy , and Christopher J. Cummings , Paul, Weiss, Rifkind, Wharton & Garrison LLP Introduction This article discusses some key areas of focus regarding the coronavirus outbreak. It also highlights conditional relief...

By: Mark S. Bergman , Paul, Weiss, Rifkind, Wharton & Garrison LLP Introduction This article discusses the joint Public Statement 1 issued by the U.S. Securities and Exchange Commission (the SEC) Chairman Jay Clayton, SEC Division of Corporation...

By: David A. Bell , Ran Ben-Tzur , James D. Evans , Robert A. Freedman and Amanda L. Rose , Fenwick & West LLP This article discusses the updates issued by Institutional Shareholder Services (ISS) and Glass Lewis to their voting policies for the...

By: David Azarkh and Sean Dougherty, Simpson Thacher & Bartlett LLP There are fundamental differences between the covenants of high yield and investment grade debt securities. While investment grade covenants tend to be less restrictive and more...

By: Anna Pinedo, Brian Hirshberg , and Raffi Garnighian, Mayer Brown LLP In connection with a registered securities offering, the underwriters of the offering typically enter into an underwriting agreement with the issuer of the securities and any selling...

By: Timothy B. Howell and Alex Petrossian , Cahill Gordon & Reindel LLP The defined terms in any agreement are considered as the building blocks upon which the rest of the agreement is based, particularly when it comes to the negative covenants...

By: Paul M. Rodel , Nicholas P. Pellicani , and Joel D. Salomon, Debevoise & Plimpton LLP This article examines market trends in reverse mergers by addressing recent notable transactions, deal structure and process, deal terms, disclosure trends...

By: Nicole M. Runyan and William J. Tuttle, Proskauer Rose LLP Increasing numbers of asset managers are evaluating the potential benefits of including a business development company (BDC) within their suite of managed funds and accounts. A BDC is a...

By: Ari B. Blaut and Daniel R. Loeser , Sullivan & Cromwell LLP The U.S. debt capital markets are an important source of capital for companies that borrow money to finance their businesses. Companies borrow money for a variety of reasons, from financing...

By: Rebecca G. DiStefano and Jeffrey S. Kahn , Greenbert Traurig, P.A. This market trends article covers employee stock ownership plans (ESOPs), which are a combination of a tax-qualified retirement plan and a corporate finance tool, and addresses recent...

By: David L. Kornblau and Gerald W. Hodgkins Overview The enforcement and regulatory priorities of the Securities and Exchange Commission (SEC) have begun to come into focus now that SEC Chairman Jay Clayton has been in office for nearly a year and...

By: Steven J. Slutzky, Kevin R. Grondahl, and Nicholas P. Pellicani THIS ARTICLE COVERS 10 PRACTICAL TIPS THAT COUNSEL in a secondary offering can use to facilitate execution and avoid common pitfalls. Secondary offerings of equity securities by stockholders...

By: Trevor Norwitz, Sabastian V. Niles, and Jenny Lin THE CALIFORNIA STATUTE, CA S.B. 826, REQUIRES “a domestic general corporation or foreign corporation that is a publicly held corporation, as defined, whose principal executive offices, according...

ABA Releases New Guidelines For Lawyers Who Experience Data Breaches By: Lexis Practice Advisor Attorney Team THE AMERICAN BAR ASSOCIATION (ABA) RECENTLY issued Formal Opinion 483, addressing lawyers’ ethical obligations to their clients after...

By: Stuart Gelfond and Joshua Wechsler , Fried, Frank, Harris, Shriver & Jacobson LLP, Hayley Cohen , Tradeweb Item 503(c) (17 C.F.R. § 229.503) of Regulation S-K requires that an issuer include in its registration statement a risk factor disclosure...