May 11, 2021

ERISA, I missed ya: ERISA and SEC Prospectus Disclosures for Company Stock Fund Investment Options

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 and the pros...
May 04, 2021

Who’s in Charge Here? Control Person Liability

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 Content ...
April 27, 2021

We Are Living in a Material World: Materiality in Securities Fraud Actions

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 Securities...
April 20, 2021

Not on My Account: Holding Foreign Companies Accountable Act

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 will...
April 13, 2021

Top 10 Practice Tips: PIPE Transactions by SPACs

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. READ NOW...
April 06, 2021

No Backsies!: Acceptance Order (Debt Exchange Offer)

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 behalf of...
March 29, 2021

Proxy Statement and Annual Report: Drafting, Solicitation, and Distribution

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 Card...
March 23, 2021

Ready to Adopt? SEC Proposed and Adopted Rules Tracker

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 evolving...
March 17, 2021

Making a Statement: Proxy Statement Form Check: Checklist

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 NOW »...
March 09, 2021

Update on NYSE Shareholder Approval Requirements: Waiver Extension and Proposed Amendments

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 amendments...
March 02, 2021

Restricted Area: Rule 144—SEC’s Proposed Amendments

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 » Related...
February 24, 2021

Foreign Correspondence: Form 20-F Annual Report Checklist

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 Foreign...
February 17, 2021

Sweet (Section) 16: Memorandum: Obligations of Directors and Officers Under Section 16

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 Section...
February 11, 2021

Short-Circuit: Short Selling Regulations

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 Hedge Funds...
February 03, 2021

Employees With Benefits: Form S-8 Form Check: Checklist

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 Director...