Securities & Capital Markets

This alert covers Governor Cuomo’s executive order allowing corporations in New York to hold virtual-only shareholders meetings in light of COVID-19.

On March 18, 2020, the Delaware Supreme Court (the “Court”) issued a groundbreaking decision reversing the Delaware Court of Chancery’s December 2019 ruling in Sciabacucchi v. Salzberg, 2018 Del. Ch. LEXIS 578 (Del. Ch. Dec. 19, 2018), and holding that charter provisions adopted by public companies that designate a federal forum for securities claims brought pursuant to the Securities Act of 1933 (“Federal Forum Provisions”) are valid and enforceable.

This article reviews guidance issued Friday, March 13, 2020 by the SEC’s Division of Corporation Finance to help public companies manage their upcoming annual meeting processes in light of COVID-19.

Read about the SEC’s March 4 order granting issuers and other persons relief from some securities law requirements in the event of disruptions due to the coronavirus.

On January 13th, the US House of Representatives overwhelmingly voted to pass legislation designed to prevent public company insiders from trading on corporate information ahead of the investing public during the period between the filing of a Form 8-K and the event triggering the filing (the “8-K gap period”). The US Senate version of the 8-K Trading Gap Act of 2019 (the “Bill”) was introduced on January 17th and awaits consideration.

This advisory covers guidance from the SEC on the disclosure of key MD&A performance metrics and three new CD&Is.

The New York City Bar Association Compliance Committee (“Committee”) recently issued a report encouraging financial regulators to provide a clear framework for when compliance officers may be held personally liable for the misconduct of their employing institutions.

The Enforcement Section of the Massachusetts Securities Division (“MSD”) recently filed an Administrative Complaint against Ryan Patrick Skinner (“Skinner”) and related entities Summit Financial Partners and Summit Financial Ptrs Inc of Woburn, MA (together, “Summit”). 

This article reviews an SEC proposal to open private capital markets to new investors by expanding its definitions of “accredited investor” and “qualified institutional buyer.”

Read about the SEC’s December 30, 2019 statement on the role of public company audit committees in financial reporting and the oversight responsibilities of audit committees.

Read about regulatory developments affecting public companies as they prepare for fiscal year-end Securities and Exchange Commission filings and annual shareholder meetings.

Read about the SEC’s proposed rule amendments related to shareholder proposals and its guidance for companies seeking to exclude a shareholder proposal under the “ordinary business exception.”

Delaware corporations have always been required to provide certain information to their stockholders under Section 220 of the Delaware General Corporation Law (DGCL), but the scope and form of that information  has naturally changed as technology advances.  A recent expansion of the type of documents that corporations may be required to provide occurred in a recent case in which the Delaware Supreme Court held in KT4 Partners LLC v. Palantir Technologies, Inc., that a corporation may be required to produce emails and other electronically stored records at the request of stockholders who bring books and records requests under Section 220.

Read about holdings from the Delaware Supreme Court and Delaware Court of Chancery determining that directors’ emails and texts may be subject to inspection in Section 220 actions.

Each year, Mintz provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange Commission (the SEC) and their annual shareholder meetings. In this memorandum, we discuss key considerations to keep in mind as you embark upon the year-end reporting process in 2019.

Megan Gates identifies cybersecurity and ESG (environment, social, and governance) as two key areas of particular interest to both the SEC and institutional investors in 2019 and the need for companies to address these areas as they update risk factor disclosures in their annual reports.

The SEC has voted to amend the definition of the term “smaller reporting company” as used in its rules and regulations. In its adopting release for these changes, the SEC indicates that the amendments “…are intended to reduce compliance costs for registrants and promote capital formation, while maintaining appropriate investor protections.”
​​​​​​​

As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange Commission (the “SEC”) and their annual shareholder meetings.

The U.S. Supreme Court’s recent decision in Kokesh v. SEC imposes a five-year statute of limitations on agency-sought disgorgement in SEC enforcement actions, resolving a Circuit split and definitively categorizing disgorgement as a statutory “penalty” under 28 U.S.C. § 2462.

The U.S. IPO market began 2017 with a solid start, with 25 IPOs raising nearly $10 billion in the first quarter and another 31 IPOs in the second quarter through May 15.