Public company officers, directors, and principal stockholders (collectively, statutory insiders) of companies with a class of equity security registered under Section 12 of the Exchange Act (15 U.S.C. § 78l) are required to report their beneficial ownership...
For public companies, a key part of the board of directors’ audit committee’s job is to review and approve a company’s annual or quarterly financial statements, as well as Form 10-K or Form 10-Q and accompanying earnings releases. This occurs...
When drafting the compensation discussion and analysis (CD&A) section of a proxy statement, annual report, or other disclosure document, keep in mind that the overall goal of the disclosure is to provide a meaningful discussion and analysis of the material...
Unlike registration of the offer and sale of securities under the Securities Act, Section 12 of the Exchange Act involves registration of an entire class of securities if conditions are met, including listing on a national securities exchange for Section 12(b)...
All U.S. companies subject to the reporting requirements of Section 13 (15 U.S.C. § 78m) or 15(d) (15 U.S.C. § 78o) of the Exchange Act, must file an annual report on Form 10-K with the SEC. It is the most detailed and comprehensive periodic report filed...
In a debt offering, the documents to be delivered at closing generally track the closing conditions set forth in the underwriting agreement, as well as the indenture. The closing memorandum lists all major events and actions taken pursuant to the offering, beginning...
Rule 144A and Regulation S each provide safe harbors from the registration requirements of the Securities Act. Issuers often conduct Rule 144A and Regulation S offerings concurrently, with an offering to U.S. investors relying on Rule 144A and an offering to investors...
Get to know the main exemptions from registration for resales of control and restricted securities in the United States. Each of these three options has its own limitations that make them available to different types of sellers, transactions, and buyers, among...
2025 is right around the corner! Public companies have a considerable number of reporting deadlines, beginning (in most cases) with filing Form 10-K for the year ending December 31, 2024. Use this calendar to plan the year’s reporting obligations for public...
In contrast to investing in domestic securities, differences for investing in foreign securities may apply due to the unique tax regimes applicable to foreign investments. These unique tax regimes include: rules that apply to controlled foreign corporations and...
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...