The House Committee on Financial Services is considering legislation on a number of matters that would affect public companies. An example of some of the matters under consideration include: A bill that would require public companies to submit quarterly reports to both the SEC and investors detailing the amount, date,... Read More
The SEC Division of Examinations has issued a Risk Alert to highlight observations from recent exams of investment advisers, registered investment companies, and private funds offering ESG products and services. According to the Risk Alert, during examinations of investment advisers, registered investment companies, and private funds engaged in ESG investing,... Read More
The SEC has reissued and updated its guidance regarding COVID-19 matters and its effect on some matters related to annual meetings. The guidance addresses: Changing the Date, Time, or Location of a Shareholder Meeting “Virtual” Shareholder Meetings Presentation of Shareholder Proposals Delays in Printing and Mailing of Full Set of... Read More
John Coates, Acting Director, Division of Corporation Finance, issued a statement questioning the application of the safe harbor for forward looking information in the Private Securities Litigation Reform Act (PSLRA) to a de-SPAC transaction. A de-PAC transaction occurs when a SPAC, which is already public, acquires a private company which... Read More
FINCEN has issued an Advance Notice of Proposed Rulemaking, or ANPRM to solicit public comment on a wide range of questions related to the implementation of the beneficial ownership information reporting provisions of the Corporate Transparency Act, or CTA. The CTA requires reporting of beneficial ownership information by “reporting companies.”... Read More
The PCAOB has released a publication captioned “Audit Committee Resource: 2021 Inspections Outlook.” The purpose of the three-page publication is to assist audit committees in engaging in informed dialogue with their auditors on the PCAOB’s planned focus of their examination of public company audits. Topics covered in the publication include:... Read More
The NYSE has amended the Listed Company Manual regarding shareholder approval requirements for the issuance of securities and certain related party matters. The SEC approved the amendments on an accelerated basis. Prior to the amendment, Section 312.03(b) of the Manual required shareholder approval prior to certain issuances of common stock,... Read More
The SEC issued two pieces of guidance on special purpose acquisition companies, or SPACs. One piece, styled as a statement by Paul Munter, Acting Chief Accountant, speaks to financial reporting and auditing considerations of companies merging with SPACs. The other statement, issued by the Division of Corporation Finance, is labeled... Read More
Deluxe Entertainment Services Inc. v. DLX Acquisition Corporation involved a stock purchase agreement where Plaintiff Deluxe Entertainment sold all of its stock (the “Transaction”) in its wholly owned subsidiary, Deluxe Media Inc. (“Target”), to defendant DLX Acquisition Corporation (“Buyer,” and together with Target, “Defendants”), an affiliate of the private equity... Read More
In September 2020 the SEC adopted final rules altering the shareholder proposal framework for the first time in 20 years. Following another split-vote of the Commissioners, the SEC approved modifications to the current shareholder ownership threshold for initial submissions as well as the shareholder support levels required for resubmissions of... Read More