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Posts from Bryan Pitko

SEC Simplifies Accounting Disclosures for “Significant” M&A Transactions

The SEC has adopted amendments to the financial disclosure requirements in Regulation S-X for acquisitions and dispositions of businesses. When a registrant acquires a significant business, other than a real estate operation, Rule 3-05 of Regulation S-X generally requires a registrant to provide separate audited annual and unaudited interim pre-acquisition... Read More

Topics: M&A, Public Companies and Securities

NYSE Adopts Temporary Rule Modifying Shareholder Approval Requirements for Equity Issuances

The SEC has approved, effective immediately, new Section 312.03T of the NYSE Listed Company Manual.  Section 312.03T provides a limited, temporary exception from the shareholder approval requirements in Section 312.03(c), accompanied, in certain narrow circumstances, by a limited exception from Sections 312.03(a) and (b) and Section 303A.08. The exception in... Read More

Topics: Public Companies and Securities

Nasdaq Provides Temporary Relief From Shareholder Approval Rules for Certain Securities Issuances

The SEC has approved Nasdaq’s proposal to temporarily modify certain of its rules in an effort to streamline listed companies’ access to capital.  The rule proposal is immediately effective. New Listing Rule 5636T provides a limited temporary exception to the shareholder approval requirements: for transactions other than a public offering... Read More

Topics: Public Companies and Securities

Minnesota Governor Signs Executive Order Regarding Annual Meetings of Minnesota Public Companies

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Minnesota Governor Tim Walz has signed Emergency Executive Order 20-43 addressing the annual meeting requirements of Minnesota public companies as a result of the COVID-19 pandemic.  According to the Executive Order: If, as a result of the public health threat caused by the COVID-19 pandemic, a board of directors wishes... Read More

Topics: COVID-19, Public Companies and Securities

NYSE Waives Shareholder Approval Requirements in Response to COVID-19

On April 6th, the Securities and Exchange Commission approved the New York Stock Exchange’s request to provide temporary waivers of the shareholder approval requirements applicable to certain kinds of equity issuances under the NYSE’s Listed Company Manual as part of the Exchange’s ongoing efforts to respond to the challenging fund-raising... Read More

Topics: COVID-19, Public Companies and Securities

Disclosure Guidance: Topic 9 – SEC Publishes Guidance on COVID-19 Disclosure and Securities Law Obligations

The SEC’s Division of Corporation Finance published formal disclosure guidance and other views of securities law compliance for public companies with respect to COVID-19. On disclosure matters, the guidance recognizes that it may be difficult to assess or predict with precision the broad effects of COVID-19 on industries or individual... Read More

Topics: COVID-19, Public Companies and Securities

Delaware Supreme Court Finds Federal Forum Selection Provisions are Facially Valid

The Delaware Supreme Court held federal-forum provisions, or FFPs, in charters of Delaware corporations are facially valid in Salzberg et al v. Sciabacucchi.  The FFPs at issue generally provided that the federal district courts of the United States of America shall be the exclusive forum for the resolution of any... Read More

Topics: Litigation, Private Equity, Public Companies and Securities

Expanded Analysis: SEC Amends Accelerated Filer and Large Accelerated Filer Definitions, Provides SOX 404(b) Relief

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On March 12, 2020, the Securities and Exchange Commission adopted long-awaited amendments to the accelerated filer and large accelerated filer definitions with the stated goal of “reduc[ing] unnecessary burdens for certain smaller issuers while maintaining investor protections.” The final rules closely track the initially proposed version of the rules which... Read More

Topics: Public Companies and Securities

SEC Proposes to Update the Definition of “Accredited Investor”

The SEC has proposed amendments to the definition of “accredited investor” to add new categories of qualifying natural persons and entities and to make certain other modifications to the existing definition. Specifically, the proposed amendments: would add new categories of natural persons that may qualify as accredited investors based on... Read More

Topics: Public Companies and Securities