Section 5 of Form 8-K covers changes in control, director departures and elections, amendments to articles of incorporation or bylaws, trading suspensions, and other important corporate events. Use this practice note to understand a client’s disclosure obligations...
Certain international companies may list their securities on over-the-counter exchanges without being reporting companies. Others choose to list on OTC Markets instead of a national securities exchange. This checklist shows the different substantive and disclosure...
Earnings releases are press releases, accompanied by a Form 8-K and an earnings call/webcast, used by companies to inform investors of company performance ahead of a quarterly or annual report. Use this checklist to ensure that all applicable rules are followed...
Regulation A offerings, like other types of offerings, are subject to “bad actor” disqualifications. Use this form to draft an effective questionnaire to bring up any potential violations. READ NOW » Related Content Regulation D, Regulation...
Although their balance of streamlining and detail may vary, an insider trading policy is an essential protection for a public company. Use this form to draft an effective policy for your clients. READ NOW » Related Content Insider Trading Memorandum...
A public company’s audit committee has one of the most important and most difficult roles on the board of directors. Keep this resource kit as a handy reference to practice notes, forms, checklists, and clauses to help you work with them. READ NOW »...
The Rule 14a-8 shareholder proposal process was amended in several ways, and the shareholder proposal space continues to develop. Read this practice note, Market Trends 2020/21: Amendments to Rule 14a-8; Staff Legal Bulletins No. 14I, 14J, and 14K; and Other Shareholder...
On August 6, 2021, the SEC approved Nasdaq’s new board diversity rules 5605(f) and 5606. Use this chart to compare proxy disclosure requirements for companies listed on the NYSE and the Nasdaq Stock Exchange. READ NOW » Related Content Corporate...
Registered offerings must be filed with FINRA as well as the SEC. Use this checklist to keep track of an issuer’s FINRA filing obligations under Rule 5110 for a registered offering of securities. READ NOW » Related Content FINRA Questionnaire...
Securities offering opinions are complex, negotiated documents that reflect careful research and analysis. Use this checklist when preparing a legal opinion and supporting documents for an issuer, to be delivered at closing to the underwriters of a registered offering...
If a target company’s board turns out to be amenable, an unsolicited tender offer can become a friendly one. Use this checklist to track the sequence and steps of a two-step merger transaction in the context of a friendly, negotiated, all-cash acquisition...
In the wake of increased shareholder activism relating to environmental, social, and governance (ESG) issues, public companies are taking the time to review their board engagement policies and tune their strategies to address shareholder concerns. Use the guidelines...
When an entity is deemed to hold plan assets, persons who exercise control over the entity’s assets, or who receive compensation for providing investment advice with respect to those assets, become fiduciaries subject to ERISA fiduciary obligations and prohibited...
Public companies use Form 10-Q to provide investors with disclosures, such as updates to their financial condition. Use this checklist to comb through your clients’ upcoming quarterly reports and help ensure they meet the form’s many requirements, as...
The requirements of the securities laws apply to Foreign Private Issuers (FPIs) in different ways than they apply to domestic issuers. Use this guide for an overview of the market, securities laws and regulations, the securities offering process, disclosure and...