Please join us for a virtual broadcast and replay of our 4th Annual Corporate & Securities Counsel Public Company Forum.

This half-day complimentary program will be broadcast virtually on February 2 and features timely and practical guidance on the latest developments in corporate and securities matters impacting public company in-house counsel.

Continue Reading Virtual Broadcast: 4th Annual Corporate & Securities Counsel Public Company Forum

I recently authored an article published by Bloomberg Law providing insights to emerging growth companies (EGC) that are maturing and will be imminently transitioning from the limited proxy disclosure requirements of an EGC to the expansive disclosure and governance requirements of a seasoned public company.

Continue Reading Tips for Registrants Transitioning from EGC Status

We previously blogged here about the proposed Securities and Exchange Commission (SEC) amendments to Rule 10b5-1 trading plans. As the amendments have now been unanimously adopted, below are some answers to frequently asked questions on the new rules.

Continue Reading FAQs on the SEC’s Newly Adopted Amendments to Rule 10b5-1 Trading Plans and Related Disclosures

Subscribers to our blog know that we monitor EDGAR for new SEC comment letters and enjoy bringing attention to the more interesting ones.  In today’s blog post, we bring your attention to a recent SEC comment letter exchange where the registrant (a trust) was asked to provide a legal analysis that a specific digital asset (in this case, ZEN) was not a “security” under Section 2(a)(1) of the Securities Act.  In response to the comment, the letter attached as an exhibit a memorandum of counsel analyzing ZEN under the federal securities laws.

Continue Reading Recent SEC Comment Letter of Interest Regarding Whether a Digital Currency is a Security Under Section 2(a)(1) of the Securities Act

Please join us for our 4th Annual Corporate & Securities Counsel Public Company Forum. This half-day complimentary program will feature timely and practical guidance on the latest developments in corporate and securities matters impacting public company in-house counsel. A networking reception will follow.

Continue Reading Register Now | 4th Annual Corporate & Securities Counsel Public Company Forum

Rule 15c2-11 under the Securities Exchange Act of 1934 (Exchange Act) governs when dealers can publish quotations for securities. In September 2020, the U.S. Securities and Exchange Commission (SEC) amended the rule prohibiting them from publishing quotes when current information about the issuer isn’t publicly available. In 2021, the Staff in the Division of Trading and Markets issued a no-action letter (the No-Action Letter) that clarified its position that Rule 15c2-11 applies to all securities, including fixed-income securities as well as equity securities, but provided limited-time relief for fixed income securities that were offered under Rule 144A. This limited relief will expire on January 3, 2023, which means market practice for private Rule 144A issuers will be significantly impacted.

Continue Reading ABA Committee Submits Letter to SEC Requesting 15c2-11 Relief for Fixed Income Securities

Watch the recording of our latest webinar,  Effective Strategies in Preparing SEC’s Pay versus Performance Disclosure. To gain access, please click here.

Continue Reading Watch On-Demand | Effective Strategies in Preparing SEC’s Pay versus Performance Disclosure

We are looking forward to presenting at the Society for Corporate Governance: Southeastern Chapter Fall Conference & Annual Meeting. Kevin will speak on a panel titled, “SEC Updates: What’s Hot for Corp Fin and Enforcement?” with Dave Brown, Supervisory Archivist at United States Securities and Exchange Commission; Jason Outlaw, Senior Associate in Securities Litigation Group at Alston & Bird LLP and Mellissa Campbell Duru, Vice Chair of ESG practice at Covington & Burling LLP (moderator). Sehrish will moderate a panel titled, “Tackling Governance and Disclosure Challenges in ESG” with Stefanie Holland, Director of Government Affairs at Qualcomm.

Continue Reading Register Now | Society for Corporate Governance: Southeastern Chapter Fall Conference & Annual Meeting

As proxy preparation season approaches, the Securities and Exchange Commission (SEC)’s new pay versus performance (PVP) disclosure rules will present new and unique challenges for many public companies.

Continue Reading Key Considerations for Developing New SEC Pay versus Performance Disclosure