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Block trades, or “bought deals,” are offerings of a “block” of securities in a transaction in which the underwriters purchase the securities without the marketing that would otherwise accompany the offering. Explore notable transactions...

The oil and gas industry experienced a turbulent 2020, but new activity and more stable prices are reasons for optimism. Explore notable transactions, deal trends with respect to capital markets, mergers and acquisitions (M&A), and master limited...

The largest economies in Latin America have experienced accelerated versions of both adverse and market-friendly trends that began before the COVID-19 pandemic. In this Market Trends 2020/21 report, explore notable transactions, trends in the legal and...

After a drop in the first part of 2020, the number of at-the-market (ATM) offerings significantly increased over the rest of the year. Explore notable events, trends in deal structure, disclosures, regulation, and more relating to these offerings. READ...

In 2020, private investment in public equity (PIPE) transactions experienced a 59% increase in the number of deals and a 110% increase in total dollar volume of deals compared to the previous year. Explore notable events, trends in deal structure and...

When a public company maintains a defined contribution plan that includes a company stock fund as a permissible participant-directed investment, ERISA requires certain disclosures to be made. Read this practice note for information on what is required...

The Securities Act and the Exchange Act each have liability provisions that affect the control persons of entities that violate securities laws. Use this practice note to understand how liability is treated under each act. READ NOW » Related...

Only misrepresentations or omissions of material facts are actionable in securities fraud cases. Use this practice note to examine this critical concept in an Exchange Act Section 10(b) fraud claim. READ NOW » Related Content Reliance in...

Interim final rules promulgated under the HFCAA require certain issuers to disclose to the SEC information regarding foreign jurisdictions identified by the Public Company Accounting Oversight Board. Read this client alert digest to understand which companies...

Review these 10 practice points that can help you, as counsel to a special purpose acquisition company (SPAC) or its placement agent, execute a private investment in public equity (PIPE) transaction alongside a SPAC business combination transaction. ...

In a debt exchange offer, an issuer will offer new debt securities in exchange for previously issued debt securities. Draft an acceptance order for a debt exchange offer with this template to notify the exchange agent to accept the debt securities on...

Consult this practice note for guidance relating to the rules and procedures governing the drafting, solicitation, and distribution of the proxy statement and annual report in anticipation the annual meeting. READ NOW » Related Content Proxy...

The Securities Exchange Commission made many changes, large and small, to the securities laws in 2020, and is likely to maintain a similar pace this year. Use this tracker to stay on top of proposed and adopted rules with summaries, effective dates, and...

A proxy statement is required to be filed under Section 14A of the Securities Exchange Act of 1934 for a public company within 120 days after its fiscal year end. Use this checklist to make sure your clients’ proxy statement is in top shape. READ...

The New York Stock Exchange extended through March 31, 2021 the waiver of certain shareholder approval requirements applicable to related-party issuances and private placements of more than 20% of a listed company’s common stock. It has also proposed...

Transactions in restricted or control securities are subject to Rule 144. Review this article to get up to speed on the SEC’s proposed amendments to the scope of, filing process for, and other amendments relating to, Form 144. READ NOW »...

Foreign Private Issuers (FPIs) use Form 20-F to make their annual report to shareholders in the United States. Use this checklist as a quick reference to which reporting requirements apply to FPIs and which do not. READ NOW » Related Content...

Section 16 insiders, (officers, directors, and principal stockholders of companies) are required to file Forms 3, 4, and 5 disclosing their holdings in each company. Use this template to draft a memorandum explaining these obligations to a company’s...

Short selling is a highly regulated practice used by many types of investors. Use this practice note to learn about Regulation SHO, Regulation M, Rule 10b-21, and other rules governing short sales. READ NOW » Related Content Regulation of...

Public companies may use this form in a registered offering of securities under an employee benefit plan. Use this checklist to keep your clients’ filings compliant. SEE FULL CHECKLIST » Related Content Board Resolutions: Non-Employee...

Public companies with their fiscal year ending December 31, 2020 must file an annual report on Form 10-K by March of this year. Use this checklist to keep your clients’ filings compliant. READ CHECKLIST NOW » Related Content Smaller...

Under the Exchange Act, beneficial owners of more than 5% of certain equity securities must disclose such ownership on either Schedule 13D or Schedule 13G. The deadline to file periodic disclosure is 45 days after the end of the calendar year, whereas...

It’s a great time to plan out your year and your clients’ year of public company reporting obligations. This checklist contains common SEC filing deadlines, plus a PDF calendar, for a domestic issuer that is a Non-Accelerated Filer with a...

How will the new administration’s regulatory appointments, priorities, and outlook impact the financial world? This article discusses the impact on financial regulation generally and the U.S. Securities and Exchange Commission (SEC) specifically...

This checklist reflects the application of Rule 3-12 of Regulation S-X (referred to as the staleness rules) to financial statements in public securities offerings registered in the second half of 2020 and in calendar year 2021. Includes special rules...