August 18, 2021

Disclosing Diversity: NYSE vs. Nasdaq Disclosure Requirements

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...
August 11, 2021

What Have You Got to Offer? FINRA Rule 5110 Requirements Checklist

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...
August 09, 2021

Preparing for Anticipated New SEC ESG Disclosure Rules

By Scott M. Tayne In-house counsel at many U.S. companies are preparing for intensified federal regulatory activity under the Biden administration compared to their experience in recent years. One federal agency that has already signaled its intention to be more...
August 04, 2021

Everyone’s Got an Opinion: Legal Opinions in Securities Offerings Checklist

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...
July 28, 2021

Dancing the Two-Step: Two-Step Merger Timetable Checklist (Cash Merger With First-Step Tender Offer)

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...
July 21, 2021

Board Engagement With Shareholders Policy Checklist

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...
July 14, 2021

It’s All Part of the Plan: Plan Asset Regulation Flowchart (Applying the Look-Through Rule)

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...
July 07, 2021

Don’t Nickel and Dime Your Quarterly Report: Form 10-Q Form Check: Checklist

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...
June 30, 2021

Travelers Check (This Out): Foreign Private Issuer Guide for Capital Markets

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...
June 23, 2021

Special Litigation Committees

When a shareholder brings a shareholder derivative action against a company, the company’s board of directors must investigate the claims and determine whether the action is in the company’s best interests. It may delegate this task to a special litigation...
June 15, 2021

Block Party: Market Trends 2020/21: Block Trades

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...
June 07, 2021

Market Trends 2020/21: Oil and Gas 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 partnerships...
June 01, 2021

Market Outlook for Latin America

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 regulatory...
May 25, 2021

At-the-Market Equity Offerings: Market Trends 2020/2021

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 NOW »...
May 18, 2021

PIPE-ing Hot: Market Trends 2020/21: PIPEs

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 process, deal...