December 01, 2021

No Ring Necessary: Engagement Letter (Private Placement)

In a private placement, a placement agent is an intermediary that assists an issuer by, among other things, finding investors interested in the offering. Use this form to appoint a placement agent in connection with a private placement of securities. READ NOW...
November 24, 2021

A Compensation Conversation: Compensation Committee and Consultant Disclosure Requirements

Compensation committee and consultant disclosure is required in proxy and information statements and annual reports on Form 10-K. Read this practice note for guidance on describing the compensation committee, charter provisions, interlocks, insider participation...
November 17, 2021

A Perfect 10: Form 10 Form Check: Checklist

Form 10 is a long-form registration statement used to register a class of securities under Section 12 of the Exchange Act. Use this checklist to ensure full compliance with all requirements applying to this form. READ NOW » Related Content Form 10...
November 10, 2021

Acting Out: Regulation A Disqualification Event Questionnaire

Regulation A, like other offering types, is subject to bad actor disqualification. Use this form to create a questionnaire for determining whether a person has violated applicable bad actor rules for Regulation A. READ NOW » Related Content “Regulation...
November 03, 2021

Good Call: Auditor Due Diligence Call Topics Checklist

Holding auditor due diligence calls, among other things, helps build the underwriters’ due diligence defense under the Securities Act. Use this checklist as a planning document for an upcoming auditor diligence call. READ NOW » Related Content ...
October 27, 2021

Getting Your Due—Top 10 Practice Tips: Underwriters’ Counsel Due Diligence for Securities Offerings

Performing a due diligence investigation for an offering is a critical early step in the offering process. Read these tips for special considerations, possible pitfalls, best practices, and other useful insights. READ NOW » Related Content Due Diligence...
October 20, 2021

It’s Not Arbitrary: FINRA Customer Arbitration Guide

Investors, brokers, and brokerage firms commonly resolve FINRA disputes through arbitration. Learn about the arbitration process, claims, responses, motion practice, settlement, and more with this practice note. READ NOW » Related Content FINRA Dispute...
October 13, 2021

A Capital Idea: Exxon Capital Exchange Offers

An Exxon Capital exchange offer allows security holders, typically of debt securities issued in offerings not registered under the Securities Act, in reliance on Rule 144A, to exchange their unregistered securities for securities that have been registered under...
October 05, 2021

The 8-K Mambo Section 5: Form 8-K Preparation for a Section 5 Event

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...
September 29, 2021

Counter Service: OTCQX, OTCQB, and OTC Pink Listing Requirements Checklist (Foreign Private Issuers)

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...
September 22, 2021

You’ve Earned it: Filing an Earnings Release for a Public Company Checklist

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...
September 15, 2021

The Million Dollar Question: Regulation A Disqualification Event Questionnaire

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...
September 08, 2021

Trade Fair or Beware: Insider Trading Policy

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...
September 01, 2021

Keeping Minutes Without Losing Hours: Audit Committee Resource Kit

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 »...
August 25, 2021

Shareholder Proposal Developments Evolve

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...