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

SDNY Grants Preliminary Injunction to Halt Telegram Coin Offering


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

Topics: Blockchain Technology, Litigation, 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

SEC Provides Relief for Signature Page Maintenance Requirements as a Result of COVID-19


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

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

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