Capital Markets & Securities Law Watch
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August 29, 2024
|3 min read
Reminder: Glass Lewis Annual Policy Survey Closes Friday, August 30th
There is still time to submit responses to Glass Lewis’s 2024 Policy Survey, which the proxy advisor uses to gauge investor and other stakeholder interests and market sentiment. Since Glass Lewis selects the questions, the policy survey also indicates the advisor’s areas of policy focus. In this blog post, we identify a few highlights from the Executive Compensation portion of the survey we think practitioners should be tracking.
August 27, 2024
|6 min read
The SEC adopted a final rule requiring additional prospectus disclosures in SPAC IPOs and de-SPAC transactions, effective July 1, 2024, as well as mandatory iXBRL tagging of such information disclosed pursuant to new Item 1600 of Regulation S-K, effective June 30, 2025.
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 22, 2024
|5 min read
As expected, a flurry of briefs from state attorneys general, the Securities and Exchange Commission (the SEC), and amici curiae have been filed with the 8th Circuit Court of Appeals as the climate rulemaking case makes its way through the courts.
August 20, 2024
|4 min read
Second Employee Retention Credit Voluntary Disclosure Program Provides Relief for Some Employers
On August 15, 2024, the IRS announced a second Employee Retention Credit (ERC) Voluntary Disclosure Program available to certain employers who wish to self-report that they erroneously received credits for the 2021 tax year.
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.
August 1, 2024
|8 min read
Recent Insider Trading Conviction Demonstrates The Government’s Focus On Rule 10b5-1 Trading Plans
The U.S. Department of Justice recently succeeded in its prosecution of former Ontrak CEO Terren Peizer for insider trading, which involved the misuse of his 10b5-1 trading plan. This post provides an overview of the case’s background and outcome, and highlights key lessons that directors and officers of public companies should consider.
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.
July 2, 2024
|3 min read
Large Accelerated Filers Must Tag Fee Exhibits in XBRL Starting July 31, 2024
On October 31, 2021, the Securities and Exchange Commission (SEC) adopted final rules modifying the requirements applicable to filing fee disclosure and payment methods for several fee-bearing forms, schedules, statements and related rules.
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 14, 2024
|3 min read
SEC Greenlights Exchanges to List Ether ETFs
On May 23, 2024, in a surprise move, the Securities and Exchange Commission (SEC) issued an order that will allow exchanges to list Ethereum-based exchange-traded funds (ETFs). The SEC’s order follows its recent decision to allow trading of Bitcoin ETFs, in what has been interpreted by some as a softening approach towards the regulation of digital assets. Shortly after the SEC’s approval of Bitcoin ETFs, at least 10 asset managers—including BlackRock, Fidelity, Grayscale, and Invesco—initiated applications with the SEC to begin listing Ether ETFs.
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.
June 4, 2024
|6 min read
The Digital Securities Sandbox – An Expansion of UK Financial Technologies
On 3 April 2024, the Bank of England (BoE) and the Financial Conduct Authority (FCA) invited responses in relation to the UK’s Digital Securities Sandbox (the DSS), a regulatory testing environment, or ‘sandbox,’ which aims to allow participants to use developing financial technologies, including distributed ledger technology (DLT), in the issuance, trading, and settlement of securities. The consultation period ended on 29 May 2024 and we anticipate that the DSS will soon open to applications. Set forth below is a summary of the anticipated features of the DSS.
May 29, 2024
|7 min read
The Impact on Equity Compensation Tax Withholding of the SEC’s New T+1 Settlement Cycle
Last year, the Securities and Exchange Commission adopted its final rule to shorten the settlement cycle for most broker-dealer securities transactions to one business day after the trade date (T+1). Previously, the standard settlement cycle was two business days after the trade date (T+2).
May 28, 2024
|8 min read
Switching to or Adding a U.S. Listing — Factors to Consider for London-Listed Companies
For a number of reasons, certain London-listed companies have been considering, and in some cases implementing, US listings, whether as an additional listing or by way of a unilateral move away from London. In addition to increasing access for US investors, some of these reasons relate to a perception of a valuation gap between New York and London in addition to what some perceive to be a wider and more receptive investor base in the US.
May 13, 2024
|5 min read
SEC Charges Audit Firm BF Borgers With Fraud
On May 3, 2024, the SEC announced charges against audit firm BF Borgers CPA PC and its owner, Benjamin F. Borgers, of deliberate and systemic failures to comply with PCAOB standards in its audits and reviews incorporated in over 1,500 SEC filings from January 2021 through June 2023, in what the SEC called “one of the largest wholesale failures by gatekeepers in our financial markets.” In this post, we review the SEC’s order and the SEC staff’s statement regarding the disclosure and reporting obligations of impacted issuers.