The Financial Industry Regulatory Authority (FINRA) is an agency that regulates virtually all broker-dealers. Read this article for information relating to recent rule proposals, FINRA’s response to AI, recent litigation, enforcement matters, and notices...
Shadow trading is a form of insider trading that refers to trading in the securities of one company based on material nonpublic information about another company. In a recent verdict, a jury in the Northern District of California found that insider trading occurred...
Drafting risk factors is a critical skill for public company counsel working on periodic filings and securities offerings. Risk factors are critical disclosures that inform investors about the risks of investing in the securities of a public company. Check out...
For a company to list on the New York Stock Exchange, it must meet certain minimum financial and liquidity requirements. Companies must meet one of several financial standards and distribution standards that vary according to the circumstances or type of company...
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...
By: Christopher Campbell and Antonious Sadek , DLA PIPER This checklist provides guidance for protecting attorney-client privilege and work product in the environment of generative artificial intelligence (AI). The checklist specifically gives an overview of...
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...