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...
When activist shareholders submit proposals to be voted upon at the annual meeting, the company may only exclude them if it has a proper basis for doing so. There are both procedural and substantive bases that the company can rely on to exclude them, but compliant...
As spring approaches, the proxy materials drafting process kicks into high gear. As one of the most critical and investor-facing disclosure documents that public companies are required to file, counsel working on this year’s proxy statement will need to include...
On January 23, 2025, President Trump released an executive order titled "Strengthening American Leadership in Digital Financial Technology." This executive order set policy directives for cryptocurrency regulators, rescinded Executive Order 14067 (Mar...
Unless covered by an exemption, securities offerings and sales in the state of Texas must be qualified by the state. Apart from the standard exemption for covered securities, Texas exempts certain offerings based on the offering size, purchasers, and other criteria...
Unless covered by an exemption, securities offerings and sales in California must be qualified by the state. Apart from the standard exemption for covered securities, state- or federally-guaranteed securities, and interests in a national bank or California trust...
Public company officers, directors, and principal stockholders (collectively, statutory insiders) of companies with a class of equity security registered under Section 12 of the Exchange Act (15 U.S.C. § 78l) are required to report their beneficial ownership...
For public companies, a key part of the board of directors’ audit committee’s job is to review and approve a company’s annual or quarterly financial statements, as well as Form 10-K or Form 10-Q and accompanying earnings releases. This occurs...
When drafting the compensation discussion and analysis (CD&A) section of a proxy statement, annual report, or other disclosure document, keep in mind that the overall goal of the disclosure is to provide a meaningful discussion and analysis of the material...
Unlike registration of the offer and sale of securities under the Securities Act, Section 12 of the Exchange Act involves registration of an entire class of securities if conditions are met, including listing on a national securities exchange for Section 12(b)...
All U.S. companies subject to the reporting requirements of Section 13 (15 U.S.C. § 78m) or 15(d) (15 U.S.C. § 78o) of the Exchange Act, must file an annual report on Form 10-K with the SEC. It is the most detailed and comprehensive periodic report filed...
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...