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...
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...