The Corporate Transparency Act (CTA), as enacted, mandates that certain U.S. and foreign entities disclose their beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN), aiming to curb illicit financial activities facilitated by anonymous...
Modernized Regulation A creates two tiers of offerings: Tier 1, for offerings up to $20 million (including no more than $6 million on behalf of selling security holders) in a 12–month period; and Tier 2, for offerings currently up to $75 million (including...
When engaging in a private placement of limited liability company (LLC) interests, it is essential to tailor the requisite agreements to the corporate form and the circumstances of the LLC. Use this template to draft a short-form subscription agreement in connection...
In the wake of the Trump administration's temporary pause of enforcement of the Foreign Corrupt Practices Act (FCPA), the global anti-corruption landscape is undergoing a significant transformation. Read this client alert digest for details on the Trump administration’s...
From time to time, it is necessary for customers to arbitrate with broker-dealers, and their associated persons, pursuant to the Financial Industry Regulatory Authority Code of Arbitration Procedure for Customer Disputes. Read this practice note for the steps required...
The Commodity Futures Trading Commission (CFTC) has undergone significant regulatory, enforcement, and leadership changes recently, signaling a pivotal shift in its approach to market oversight. Read this client alert digest for the most impactful recent developments...
Debt tender offers are highly regulated and complex. Companies intending to engage in one should identify key considerations and regulatory requirements for issuers undertaking a debt tender offer for cash, including evaluating liquidity, applicability of SEC tender...
The Nasdaq stock market is attempting to tame volatility by making changes to their initial listing rules. The changes affect how public float is calculated and raise the minimum amount of public float to $15 million, except for companies that report above a minimum...
Companies tend to disclose their political contributions in the Management Discussion & Analysis (MD&A) section, Business section, and Risk Factors section of their periodic reports. Although there is no explicit regulatory requirement to make such disclosures...
On March 27, the Securities and Exchange Commission said it would no longer defend regulations that it had originally adopted in March 2024, requiring some of the world's largest corporations to publicly disclose the effects climate change could have on their...
Market Trends 2024/25: Disclosure on the Holding Foreign Companies Accountable Act Foreign companies accessing U.S. capital markets are required to provide audited financial statements as part of their periodic disclosure obligations. However, if the U.S. Public...
Public companies are required to file Form 10-Q for the first three quarters of their fiscal year (the fourth is generally covered by Form 10-K). As part of this filing, companies report their quarterly financial statements, along with management discussion and...
Public companies are required to provide shareholders with a "glossy" annual report, which contains key corporate information and is distributed in advance of the annual meeting. The report must comply with Exchange Act Rule 14a-3(b), including audited...
When making a securities offering that is not exempted from state registration requirements or preempted by federal securities laws, issuers are required to follow the qualification rules of each state in which they make the offering. While there are broad similarities...
When making a Rule 506 securities offering, although state registration or qualification is not required, issuers must still follow state notice requirements. States generally require a Form D and a filing fee, although there is a small amount of variation from...