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

Corp Fin Director Questions Application of PSLRA to De-SPAC Transactions

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John Coates, Acting Director, Division of Corporation Finance, issued a statement questioning the application of the safe harbor for forward looking information in the Private Securities Litigation Reform Act (PSLRA) to a de-SPAC transaction.  A de-PAC transaction occurs when a SPAC, which is already public, acquires a private company which... Read More

Topics: Public Companies and Securities

FINCEN Takes Steps Toward Preparing Regulations for Beneficial Ownership Reporting Under the Corporate Transparency Act

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FINCEN has issued an Advance Notice of Proposed Rulemaking, or ANPRM to solicit public comment on a wide range of questions related to the implementation of the beneficial ownership information reporting provisions of the Corporate Transparency Act, or CTA. The CTA requires reporting of beneficial ownership information by “reporting companies.”... Read More

Topics: Corporate Transparency Act

NYSE Completes Amendments to Shareholder Approval and Related Party Requirements

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The NYSE has amended the Listed Company Manual regarding shareholder approval requirements for the issuance of securities and certain related party matters. The SEC approved the amendments on an accelerated basis. Prior to the amendment, Section 312.03(b) of the Manual required shareholder approval prior to certain issuances of common stock,... Read More

Topics: Public Companies and Securities

Court Finds Buyer is not Required to Return Cash in Purported “Cash Free, Debt Free” Deal

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Deluxe Entertainment Services Inc. v. DLX Acquisition Corporation involved a stock purchase agreement where Plaintiff Deluxe Entertainment sold all of its stock (the “Transaction”) in its wholly owned subsidiary, Deluxe Media Inc. (“Target”), to defendant DLX Acquisition Corporation (“Buyer,” and together with Target, “Defendants”), an affiliate of the private equity... Read More

Topics: M&A

Resolution Introduced to Invalidate Revisions to Shareholder Proposal Rules

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In September 2020 the SEC adopted final rules altering the shareholder proposal framework for the first time in 20 years. Following another split-vote of the Commissioners, the SEC approved modifications to the current shareholder ownership threshold for initial submissions as well as the shareholder support levels required for resubmissions of... Read More

Topics: Public Companies and Securities

SEC Brings Charges for Failure to Disclose Perks

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The Securities and Exchange Commission announced settled charges against an Oklahoma-based gas exploration and production company, Gulfport Energy Corporation, and its former CEO, Michael G. Moore, for failing to properly disclose as compensation certain perks provided to Moore, as well as failing to disclose certain related person transactions. SEC enforcement... Read More

Topics: Litigation, Public Companies and Securities