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NYSE Revises Shareholder Approval Rules for Certain Issuances of Securities

The SEC has approved amendments to Sections 312.03 and 312.04 of the NYSE Listed Company Manual that modify the price requirements for certain exceptions to shareholder vote requirements related to issuances of securities set forth in Section 312.03. The amendments replace the former “book and market value” minimum pricing threshold... Read More

Topics: Public Companies and Securities

SEC Grants No-Action Letter Finding Certain Tokens Are Not Securities and Publishes Framework on Investment Contract Analysis

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Wow, it finally happened. The SEC granted long awaited guidance on when tokens are not securities in the form of a no-action letter.  The no-action letter finds the specific tokens at issue were not securities because: TKJ will not use any funds from Token sales to develop the TKJ Platform,... Read More

Topics: Blockchain Technology, Public Companies and Securities

Quick Reference for FAST Act Changes to Form 10-K, 10-Q, 8-K and Proxy Statements

The Fixing America’s Surface Transportation Act, or FAST Act, required the SEC to consider ways to streamline SEC regulations. Accordingly, the SEC adopted final amendments to its rules that are intended to modernize and simplify certain disclosure requirements in Regulation S-K, and related rules and forms, in a manner that... Read More

Topics: Public Companies and Securities

SCOTUS Finds Investment Banker Liable for Cutting and Pasting Fraudulent Statement

The U.S. Supreme Court considered the extent of liability under Rule 10b-5 and other rules of the Securities and Exchange Commission and related statutes in Lorenzo v. Securities and Exchange Commission.  The facts of the case were undisputed.  Francis Lorenzo, while the director of investment banking at an SEC-registered brokerage... Read More

Topics: Litigation, Public Companies and Securities

The PCAOB Wants to Talk to the Audit Committee Chair – Now What?

The PCAOB recently noted that during 2019 it will provide an opportunity for audit committee chairs of certain companies whose audits are subject to inspection to “engage in a dialogue with the inspections staff.” While we assume the PCAOB’s motive is in good faith to obtain a better mutual understanding... Read More

Topics: Litigation, Public Companies and Securities

PCAOB Posts 2019 Staff Inspections Outlook for Audit Committees

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In a published document, the PCAOB noted its new strategic plan anticipated enhanced external engagement and more proactive communication with its stakeholders, including audit committees, to inform them about its core activities—including its inspections—and to maintain an ongoing dialogue with them. The PCAOB noted that during 2019 it will provide... Read More

Topics: Public Companies and Securities