The SEC’s digital asset Framework summarizes and extends the traditional Howey analysis for determining when an investable asset is a security. The author suggests that the Framework fo...
The SEC is taking another potential step to ease the reporting burden on smaller companies. Under a rule change proposed May 9, companies with less than $100 million in revenues would not...
On May 3, the SEC proposed changes to the financial disclosure rules for acquisitions and dispositions of businesses, taking a significant step toward easing the reporting burden. The pro...
LIBOR is expected to be phased out by 2021 but US corporates continue to issue LIBOR-based floating-rate notes (FRNs). Although the defined term “LIBOR” in FRN indentures typically in...
Blockchain technology continues to be a lively topic of conversation in legal, business and technology circles. This memo focuses on several key topics for companies considering whether a...
Last week, the SEC staff published new detailed guidance on its views of when a digital asset may be considered a security, in the form of two documents: a guidance “framework” issue...
Following the recent action to modernize and simplify public company disclosure, the SEC issued guidance on the new rules and procedures for filing redacted material contracts. Companies ...
On March 20, the SEC adopted rules pursuant to the FAST Act to modernize and simplify disclosure for public companies. This is an incremental yet welcome step in furtherance of the SEC’...
Yesterday the Securities and Exchange Commission proposed a broad expansion of the popular “testing the waters” provisions to all companies, including seasoned reporting companies, sm...
Due to the government shutdown, SEC staff members will not consider requests for acceleration or qualification of registration or offering statements until further notice. Companies may, ...
