The Coronavirus Aid, Relief and Economic Security Act, or CARES Act, is a little bit over a week old and public companies have begun to make disclosures regarding its impact in SEC filings. Perhaps the most frequent disclosures relate to the tax provisions of the CARES Act: Frontier Communications Corporation... Read More
The Southern District of New York granted the SEC’s request for a preliminary injunction halting a coin offering in Securities and Exchange Commission v. Telegram Group Inc. et al. Among other things, the Court found that the SEC has shown a substantial likelihood of success in proving that Telegram’s plan... Read More
We previously noted that as a result of COVID-19 the SEC, pursuant to an order, provided publicly traded companies with an additional 45 days to file certain disclosure reports if designated conditions were met. One of the conditions was that an Form 8-K be filed disclosing certain information. We have... Read More
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
SEC staff published an announcement regarding signature page maintenance as a result of the COVID-19 pandemic substantially as follows: The staff of the Division of Corporation Finance, the Division of Investment Management, and the Division of Trading and Markets has received inquiries from persons and entities subject to Regulation S-T... Read More
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
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
FASB has issued an Accounting Standards Update (ASU) that provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. Reference rate reform is the process of migrating away from LIBOR and other interbank offered rates to new reference rates. FASB stakeholders raised certain operational challenges... Read More
The SEC published guidance to assist public companies, investment companies, shareholders, and other market participants affected by COVID-19 with their upcoming annual shareholder meetings. The guidance is designed to facilitate the ability of companies to hold these meetings, including through the use of technology, and engage with shareholders while complying... Read More
ISS has launched a new specialty Climate Voting Policy. Other specialty voting policies maintained by ISS include SRI, Sustainability, Faith-Based, Taft-Hartley, and Public Fund policies. According to ISS, five key topical pillars undergird the Climate Voting Policy: Sector-specific materiality using ISS’ Carbon Risk Classification (CRR). Disclosure signals based on climate... Read More