Capital Markets & Securities Law Watch
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August 26, 2024
|1 min read
SEC Increases Registration Fees for Public Offerings
On August 20, 2024, the U.S. Securities and Exchange Commission (SEC) announced an increase to the registration fee payable in connection with a public offering of securities.
August 19, 2024
|3 min read
Nasdaq Proposes New Rules to Accelerate Penny Stock Delistings
Nasdaq has several rules that address the delisting of companies whose share price falls below $1.
July 31, 2024
|8 min read
Delaware Passes Controversial Amendments to the Delaware General Corporation Law
Effective August 1, 2024, the Delaware General Corporation Law (DGCL) is amended in part to allow corporations to enter into agreements with stockholders that delegate governance rights to stockholders regardless of whether such rights are provided for in the corporation’s certificate of incorporation. Such stockholder agreements were previously found to violate Section 141(a) of the DGCL in the controversial case West Palm Beach Firefighters’ Pension Fund v. Moelis & Co.
July 24, 2024
|1 min read
Nasdaq Proposes Stricter SPAC Suspension and Delisting Rules
On July 15, 2024, Nasdaq formally submitted a proposed rule change to the Securities and Exchange Commission (SEC) relating to the suspension and delisting of special purpose acquisition companies (SPACs).
July 16, 2024
|5 min read
The new UKLRs form part of the FCA’s endeavours to reform the UK’s listing regime and strengthen the attractiveness of UK capital markets. Through these reforms, the FCA is seeking to simplify the UK’s listing regime, streamline eligibility requirements for listing and align it with international market standards.
July 16, 2024
|4 min read
SEC Pokes Holes in NYSE’s Proposed Rule Change to Extend SPAC Merger Deadline
The SEC has recently commented on the NYSE’s proposed rule to provide SPACs up to an additional six months to complete a business combination if the SPAC has entered into a definitive business combination agreement within 36 months of initial listing. In this post, we discuss both the NYSE’s proposed rule and the SEC’s concerns. Continue to follow Winston for more info and insights.
July 10, 2024
|2 min read
SEC Issues Additional Guidance on Cybersecurity Incident Disclosure
On June 24, 2024, the U.S. Securities and Exchange Commission (SEC)’s Division of Corporation Finance released five new Compliance and Disclosure Interpretations (C&DIs) covering the disclosure of cybersecurity incidents under Item 1.05 of Form 8-K.
June 25, 2024
|3 min read
Recent Stockholder Lawsuits in Delaware Challenge Common Advance Notice Bylaw Provisions
A wave of substantially similar stockholders’ complaints have recently been filed by plaintiffs’ firms in the Delaware Court of Chancery challenging certain advance notice bylaw provisions commonly included in public companies’ bylaws.
June 12, 2024
|11 min read
Green Bonds In International Capital Markets
Over the last two decades, sustainability has become a mainstream global concern, shaping innovative financial instruments (in the form of loans and debt securities) that integrate environmental, social, and corporate governance (ESG) factors with broader considerations for long-term economic sustainability, collectively defined as sustainable finance.
March 6, 2024
|7 min read
SEC Adopts Final Climate-Related Disclosure Rules
On March 6, 2024, the US Securities and Exchange Commission (SEC or Commission) announced the adoption of final rules requiring registrants – both domestic companies and foreign private issuers (FPIs) – to include climate-related information in their registration statements and annual reports.
May 22, 2023
|6 min read
SEC Share Repurchase Disclosure Rules Adopted and Already Challenged
On May 3, 2023, the Securities and Exchange Commission adopted final rules amending the disclosure requirements for repurchases of equity securities by domestic U.S. issuers, foreign private issuers and registered closed-end management investment companies that are exchange-traded. The final rules require issuers to provide disclosures of daily repurchase activity on a quarterly basis for domestic U.S. issuers, and foreign private issuers and on a semi-annual basis for Listed Closed-End Funds. The rules also require new disclosures regarding officer and director purchases and sales of equity securities subject to the issuer’s share repurchase program, the rationale and objectives of the repurchases, policies and procedures relating to officer and director purchases and sales during a repurchase program, and adoption and termination of Rule 10b5-1 trading arrangements.
April 5, 2023
|4 min read
SEC Pushes Toward the Digital Age, Proposes to Eliminate More Paper-Based Filings
On March 22, 2023, the Securities and Exchange Commission (the SEC) proposed amendments that would require electronically submitting certain filings, including Securities and Exchange Act of 1934 (Exchange Act) forms, eliminating related paper-based filing requirements and compelling the use of XBRL or custom XML for certain submissions. The affected filings are primarily associated with self-regulatory organizations (SROs), broker-dealers, security-based swap dealers (SBSDs) and major security-based swap participants (MSBSPs). The SEC stated in its press release that the proposed amendments are designed to modernize the SEC’s information collection and analysis methods and are intended to build upon the success of electronic filing relief implemented during the COVID-19 pandemic.
January 9, 2023
|3 min read
PCAOB Resets the Clock on Delisting for China-Based Companies Listed in the U.S.
On December 15, 2022, the Public Company Accounting Oversight Board (the PCAOB or the Board) announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong for the first time and issued its 2022 HFCAA Determination Report (collectively, the 2022 Determinations)[i] under the Holding Foreign Companies Accountable Act of 2020 (the HFCAA or the Act).
July 21, 2022
|4 min read
SEC Proposes Amendments to Shareholder Proposal Rule
On July 13, 2022, the SEC proposed amendments to Rule 14a‑8, the shareholder proposal rule, to modify three of the bases for excluding shareholder proposals from a company’s proxy materials.
July 18, 2022
|3 min read
On July 13, 2022, the SEC adopted amendments to the 2020 proxy rules governing proxy voting advice applicable to proxy advisory firms, or proxy voting advice businesses (“PVABs”). (You can find our blog post about the 2020 rules here).
February 4, 2022
|8 min read
In In re Multiplan Corp. Stockholder Litigation, C.A. No. 2021-0300-LWW (Del. Ch. Jan. 3, 2021), Vice Chancellor Lori Will of the Delaware Court of Chancery issued the first major decision applying Delaware law to de-SPAC transactions, holding that Delaware’s entire fairness standard of review applies to a de-SPAC transaction challenged on the basis of misleading statements or omissions in the SPAC’s proxy statement.
December 9, 2021
|8 min read
Open Your Books or Be Delisted: SEC Finalizes Rules for Non–PCAOB Compliant Foreign Companies
On December 2, 2021, the Securities and Exchange Commission (the SEC) announced new final rules implementing the submission and disclosure requirements of the Holding Foreign Companies Accountable Act (the HFCAA) enacted in December 2020. The final rules apply to companies that the SEC identifies as having filed an annual report with an audit report issued by a registered public-accounting firm that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board (the PCAOB) is unable to inspect or investigate (such companies, Commission-Identified Issuers).
November 10, 2021
|4 min read
SEC Chair Warns of Increased Enforcement and Oversight of Crypto Assets
Industry professionals are keeping tabs on the regulation of crypto assets, as the U.S. Securities and Exchange Commission (SEC) turns its attention to the burgeoning asset class. A pair of prepared remarks delivered by SEC Chair Gary Gensler over the past few months underscore the SEC’s commitment to enforcement and increased regulatory oversight of crypto assets.
September 16, 2021
|4 min read
SEC’s Investor Advisory Committee Recommends Enhanced Scrutiny of SPAC Disclosure
On September 9, 2021, the Investor Advisory Committee (IAC) of the Securities and Exchange Commission (SEC) unanimously approved in an open meeting the IAC’s recommendation that the SEC regulate special purpose acquisition companies (SPACs) “more intensely by exercising enhanced focus and stricter enforcement of existing disclosure rules.”
August 26, 2021
|9 min read
Recent Lawsuits Challenging SPACs Under the ICA Miss the Mark
A new trend in special purpose acquisition company litigation has emerged: shareholder derivative actions seeking to declare SPACs “investment companies” under the Investment Company Act of 1940. Despite powerful backing, these lawsuits miss the mark.