Securities & Capital Markets

Read about the SEC’s November 2 adoption of amendments designed to harmonize and simplify the complex framework of private offering exemptions.

Read about an SEC proposal to exempt certain individuals seeking to find investors for private companies and unregistered funds from federal broker-dealer regulation requirements.

Read about the SEC’s final amendments to the shareholder-proposal requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended.

Read about NYSE’s extension of the waiver of certain shareholder approval requirements as a result of the coronavirus through December 31, 2020.

This advisory discusses the SEC's final rule that adopts changes to the definitions of “accredited investor” and “qualified institutional buyer.”

Regardless of size or industry, thoughtful director appointment is critical to the success of any public company.  Yet following the departure of a director, many boards are left scrambling to locate and onboard a suitable replacement.  Even boards that purposely undertake to increase the number of directors may struggle to balance numerous (and sometimes competing) concerns.  Below are a few pointers for promoting good corporate governance practices when appointing a new director.

This advisory discusses the SEC’s recent guidance on operations, liquidity, and capital resources disclosure that companies should consider in light of the COVID-19 pandemic.

This advisory summarizes recent proxy advisor guidance on and strategies for adjusting annual performance goals in light of the COVID-19 pandemic.

This advisory discusses the SEC’s approval of an NYSE waiver extension that gives NYSE-listed companies through September 30, 2020 to complete certain capital raising transactions.

Read about the SEC’s extension of email delivery of certain paper documents, including certain reports by foreign private issuers, as a result of the coronavirus.

Read about the SEC’s extension of its earlier guidance on manual signatures required under Rule 302(b) of Regulation S-T as a result of the coronavirus.

This advisory discusses SEC’s amendments to the financial disclosure requirements for business acquisitions and dispositions by reporting companies and IPO candidates.

Since the early days of the pandemic, Mintz’s COVID-19 Compliance & Enforcement Defense Task Force has closely monitored and advised clients on the evolving COVID-19 relief programs, including those created by the Coronavirus Aid, Relief, and Economic Security Act (CARES Act). The CARES Act provided for over $2 trillion in relief funds, which is the largest emergency assistance package in American history. The numerous CARES Act programs have continued to develop through, among other things, the passage of the Paycheck Protection Program and Health Care Enhancement Act, the Paycheck Protection Program Flexibility Act of 2020, and rapidly changing regulatory guidance and FAQs. As one example, the government recently wrestled with whether to make public the list of about 4.6 million entities that received more than $500 billion from the Paycheck Protection Program (PPP) under the CARES Act. After initially refusing to disclose PPP loan recipients, the Small Business Administration and Treasury Department decided to make public the names of entities that received loans larger than $150,000, as well as the dollar range of each loan.

For many U.S. public companies, June 30 is the end of the second fiscal quarter, which means it’s time to evaluate their filer status, with any changes taking effect as of the next fiscal year.

This advisory discusses regulatory and investment community developments related to human capital management and provides suggestions for companies newly focused on HCM.

On May 14, 2020, the Securities and Exchange Commission (“SEC”) approved changes to the NYSE Listed Company Manual to provide a temporary exception to the shareholder approval rules for certain capital raising transactions as a result of the coronavirus (“COVID-19”) pandemic.

The American Securities Association (“ASA”), a financial industry trade association representing regional and small financial services companies, has sued the Securities and Exchange Commission (“SEC”) to prevent the SEC from using the Consolidated Audit Trail (the “CAT”) initiative to gather personal data of retail investors.

Today the Small Business Administration (SBA) issued additional guidance with respect to the “necessity” certification required under the CARES Act in connection with the Paycheck Protection Program (PPP). The relevant guidance appears in FAQ 46, and it is very good news for borrowers who received PPP loans under $2 million (together with PPP loans to affiliates, if any). The SBA, in consultation with the U.S. Department of Treasury, has determined that a safe harbor will apply with respect to SBA’s review of the certification of necessity in connection with respect to such loans. Specifically, “[a]ny borrower that, together with its affiliates, received PPP loans with an original principal amount of less than $2 million will be deemed to have made the required certification concerning the necessity of the loan request in good faith.”

Read about the SEC’s approved changes affecting shareholder approval rules for certain capital raising transactions.