Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest

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

CFTC Grants Work From Home Relief to Deal With COVID-19


The CFTC announced the Division of Swap Dealer and Intermediary Oversight (DSIO) has issued a number of no-action letters providing temporary, targeted relief to futures commission merchants, introducing brokers, swap dealers, retail foreign exchange dealers, floor brokers, and other market participants in response to the COVID-19 (coronavirus) pandemic. The spread... Read More

Topics: COVID-19

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

FASB Finalizes Guidance on LIBOR Reference Rate Reform Transition


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

Topics: Banking, Public Companies and Securities

SEC Provides Guidance on Annual Meeting Dates and Using Virtual Meetings as a Result of Coronavirus


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

Topics: Public Companies and Securities

FTC to Require Electronic HSR Filings due to Coronavirus


The FTC recently released the following information.  Due to the developing COVID-19 coronavirus pandemic, and consistent with guidance from the Office of Personnel Management, the Premerger Notification Office (PNO) will implement a temporary e-filing system. During this emergency, all filings must be submitted via this system, and all hard copy... Read More

Topics: M&A

ISS Launches Climate Voting Policy


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

Topics: ESG, Public Companies and Securities

SEC Provides Conditional Regulatory Relief for Companies Affected by the Coronavirus Disease 2019 (COVID-19)


The SEC announced that it is providing conditional regulatory relief for certain publicly traded company filing obligations under the federal securities laws.  The impacts of the coronavirus may present challenges for certain companies that are required to provide information to trading markets, shareholders, and the SEC. These companies may include... Read More

Topics: Public Companies and Securities