Capital Markets & Securities Law Watch
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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.
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.
February 14, 2024
|4 min read
Going Private Post-DeSPAC—Strategies and Considerations
For the past several years, many private companies looking to “go public” utilized special purpose acquisition companies (SPACs) instead of traditional IPOs as an alternate route to the public markets.
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).
January 5, 2023
|4 min read
SEC Adopts Final Rules on Rule 10b5-1 Trading Plans and Related Company Disclosure Obligations
On December 14, 2022, the Securities and Exchange Commission (SEC) adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934. The adopted amendments modify rules applicable to the affirmative defense to insider trading liability available for Rule 10b5-1 trading plans and also impose new disclosure requirements on issuers with respect to these trading plans.
November 2, 2022
|14 min read
Updates on Audit Oversight Cooperation Between U.S. PCAOB and Chinese Authorities
On August 26, 2022, the U.S. Public Company Accounting Oversight Board (the PCAOB) announced a Statement of Protocol (the SOP) with the China Securities Regulatory Commission (the CSRC) and Ministry of Finance of China (MOF) in respect of cooperation on the oversight of PCAOB-registered public accounting firms based in mainland China and Hong Kong. This represents a first and meaningful move to address the decade-long audit oversight conflict between the PCAOB and regulators in the People’s Republic of China (the PRC).
October 5, 2020
|3 min read
California Governor Signs Bill Increasing Board Representation from Underrepresented Communities
On August 30, 2020, the California State Legislature took another unprecedented step in spearheading the promotion of greater diversity on public company boards by passing a new bill (Assembly Bill (AB) 979) requiring each publicly held corporation whose principal executive offices are located in California—regardless of state of incorporation—to have a minimum number of directors from “underrepresented communities” on its board of directors.
April 13, 2020
|3 min read
Is Now the Time for Companies to Adopt a Shareholder Rights Plan?
As the COVID-19 pandemic continues to depress stock prices, investment bankers have begun to recommend that public companies consider adopting shareholder rights plans to prevent strategic buyers and private equity firms from being able to acquire them on the cheap—i.e., at prices that do not reflect their long-term intrinsic value.