Due diligence for private offerings is typically split into three categories: legal, business and financial, and accounting. Typical parties involved include the issuer itself (through management and directors), issuer’s counsel, accountants, bank or investor...
Foreign private issuers (FPIs) are corporations or non-government entities formed under the laws of a jurisdiction outside the United States that meet the requirements (often referred to as the “shareholder test” and “business contacts test”...
Annual stockholder meetings are required for all Delaware corporations. There are myriad details for counsel to consider, such as when the meeting must be held, when notices must be sent, and the record date for shareholders. Review this checklist to get yourself...
The voting policies of three of the biggest institutional investors have an outsized influence on their portfolio companies and on the market as a whole. For counsel representing public companies, it is necessary to review their policies while preparing for the...
The past several months have seen a flurry of developments relating to environmental, social, and governance (ESG) issues, which is expected to continue through the fall. Review this chart for a description of key ESG developments since the April 2024 roundup,...
The accelerated Schedule 13G filing deadlines adopted by the SEC in their October 10, 2023, “Modernization of Beneficial Ownership Reporting” rulemaking will become effective on September 30, 2024. Among other changes, Qualified Institutional Investors...
State securities registration and qualification regulations apply where they are not preempted by federal regulations, such as for intrastate crowdfunded offerings. Although state rules are broadly similar, there are notable differences between them. These differences...
Lock-up agreements are typically used in the context of a securities offering to prohibit insiders, such as directors, executive officers, and significant shareholders, from selling their shares too soon after the closing of the offering. Although the overall agreement...
In a recent development in whistleblower report handling, the U.S. Department of Justice (DOJ) announced that whistleblowers would be able to visit a DOJ web page to report information about certain types of corporate crime and, if appropriate, receive a portion...
Earlier this year, the SEC and the Financial Industry Regulatory Authority (FINRA) released their respective annual reports setting out their priorities for the year ahead, which include a clear focus on cybersecurity. Broker-dealers should strongly consider implementing...
In a recent development in the prosecution by the U.S. Department of Justice (DOJ) of the misuse of Rule 10b5-1 plans, the DOJ brought insider trading charges against an executive based on the filing of a 10b5-1 plan, which DOJ alleged was a cover for illicit trading...
Corporate whistleblowers have certain rights and procedural requirements under Sarbanes-Oxley, when reporting their complaints to the SEC or another federal regulatory agency. Use this template to draft a policy that is compliant with Sarbanes Oxley’s anti...
In SEC v. Jarkesy , 144 S. Ct. 2117 (2024), the U.S. Supreme Court held that defendants in securities fraud actions involving civil penalties are entitled to a jury trial. The SEC until this point had been trying these cases before tribunals of administrative law...
In a pair of cases, decided on June 27, 2024, the U.S. Supreme Court overturned its 1984 decision in Chevron, U.S.A., Inc. v. NRDC, Inc. The decision effectively removed the necessity, in most cases, for courts to defer to regulatory agencies’ interpretations...
The SEC has made rulemaking and enforcement a priority with respect to the artificial intelligence (AI) space. AI in public company disclosures, the incorporation of AI into advisory roles, and data protection concerns are a few of the categories of issues that...