Due diligence is a critical early step in the securities offering process and a core skill for associates in a securities or capital markets practice group. Watch this video to learn about what due diligence is, why it is important, and what to consider when conducting...
The SEC recently adopted rules for disclosure of pay vs. performance data in proxy or information statements for meetings at which an election of directors will be held or at which certain shareholder votes (relating to bonus, retirement, profit sharing, and other...
A subscription agreement formalizes the contractual obligation for an investor to buy securities in a securities offering. Use this template to draft this agreement for your client’s unregistered offering of common stock. READ NOW » Related Content...
In 2021 and Q1 2022, oil & gas transactions have been affected by a rebound in demand from COVID-19-related cutbacks, supply issues related to the Russian invasion of Ukraine, and more. Get notable transactions; deal trends with respect to capital markets,...
Regulation S and Rule 144A, along with local law in international jurisdictions, regulate how Reg S / Rule 144A offerings are publicized. The primary object of these rules is to prevent “directed selling efforts” to U.S. purchasers. Use this checklist...
The SEC has been ramping up enforcement of securities violations involving cryptocurrency tokens and this latest case looks at the SEC’s application of its 2019 Framework for "Investment Contract" Analysis of Digital Assets. Read this article for...
Companies use Form 1-A for their Regulation A-Plus offerings, an alternative to the registered offering track that allows companies to raise a maximum of $20 million (in Tier 1) or $75 million (in Tier 2), while being subject to separate, generally lesser, reporting...
Reporting companies are required to file a current report on Form 8-K (or 6-K for foreign private issuers). Use this checklist to stay on top of the requirements for Form 8-K and go through them as you prepare current disclosure for your client. Read Now »...
Boards of directors of many exchange-listed companies, including those listed on the NYSE, are required to perform evaluations of their performance. Even without such a requirement, most exchange-listed companies go through the self-evaluation process. Use this...
The SEC has rescinded 2020 rules applying to proxy voting advice businesses (PVABs) and removed the 2020 liability provision applying to PVABs. Read this client alert digest for background information, links to client alerts covering these changes, and links to...
In an unregistered offering of debt securities conducted in reliance on Rule 144A and/or Regulation S, one of the Trustee’s duties is to authenticate the notes and hold them as custodian. Use this template to draft instructions for the Trustee to do so. ...
Shareholders of restricted securities may only sell them pursuant to a registered offering or an exemption from registration, such as Rule 144. Use this template to draft a representation letter showing that a selling stockholder that is an affiliate of an issuer...
An underwriting agreement sets forth the terms and conditions on which underwriters will purchase securities from an issuer, or selling shareholders, and distribute them to the public. Watch this video to get helpful tips for drafting and negotiating this document...
Regulation FD requires an issuer, or any agent of an issuer, to disclose to the public any material nonpublic information (MNPI) that is either intentionally or inadvertently disclosed to certain specified persons and entities. Use this this form presentation to...
Proxy statements, annual reports on Form 10-K, and other disclosure documents require a Compensation Discussion and Analysis section disclosing certain information about the company’s compensation policies and recent developments. Use this checklist to consider...