In an immediately effective rule change approved by the SEC, Nasdaq will permit a longer period of time for companies to regain compliance with Price-based Requirements under continued listing requirements by tolling the compliance periods through and including June 30, 2020. Nasdaq’s rule proposal refers to Price-based Requirements as those... Read More
The Unites States District Court for the Northern District of California recently found that 10b-5 litigation regarding Elon Musk’s tweets could move forward after reviewing a motion to dismiss in In Re Tesla Inc. Securities Litigation. Mr. Musk famously tweeted “Am considering taking Tesla private at $420. Funding secured.” Mr.... Read More
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
Public companies have begun to make disclosures regarding receipt of loan proceeds from the Paycheck Protection Program established by the CARES Act. Two recent examples are set forth below. Potbelly Corporation Form 8-K: On April 10, 2020, Potbelly Sandwich Works, LLC (the “Borrower”), an indirect subsidiary of Potbelly Corporation (the... Read More
The SEC staff provided limited relief for those who wish to file Form 144 in paper as a result of the COVID-19 pandemic. A Form 144 must be filed with the SEC upon the sale of restricted securities when specified in Rule 144. The relief is temporary and covers those... Read More
ISS issued guidance on its policy application in light of the global impacts of the COVID-19 pandemic. The guidance addresses how ISS plans to apply ISS’ benchmark proxy voting policies over the coming months as annual shareholder meeting season gets underway. The guidance provides direction on a number of annual... Read More
SEC Chair Jay Clayton and William Hinman, Director, Division of Corporation Finance, shared their views in a public statement on first quarter earnings communications. Highlights of the wide-ranging statement are discussed below. According to Messrs. Clayton and Hinman, company disclosures should reflect investor interest in: where the company stands today,... Read More
As a result of the COVID-19 pandemic, SEC staff provided guidance on changing the date time and place of an annual meeting, switching to a virtual shareholder meeting and certain matters related to shareholder proposals. The SEC has now expanded on that guidance, focusing primarily on problems associated with issuers... Read More
In a public statement, Sagar Teotia, Chief Accountant of the SEC, spoke to a number of implications of COVID-19 and financial reporting. Among other things, Mr. Teotia noted that the SEC staff recognizes that the accounting and financial reporting implications of COVID-19 may require companies to make significant judgments and... Read More
As a result of the COVID-19 pandemic, the NYSE has proposed temporary relief: under certain shareholder approval rules to facilitate raising of capital; and under market capitalization and minimum stock price rules to permit continued listing. Relief From Shareholder Approval As a result of COVID-19, the NYSE believes that it... Read More
