Securities Law Blog

The recent turmoil in the banking industry provides some important reminders for companies with respect to cash management.

Another indication that regulators are on high alert for further fallout in the wake of the collapse of major crypto firms.

Review of the Division of Corporation Finance’s Sample Comment Letters Can Help Guide Issuers in Preparing Their SEC Filings

Issuers Need to be Prepared to Provide More Accurate and Consistent Disclosures of the Material Risks Associated with Climate Change

New Rules Modernize Securities Filings and Eliminate Pre-Offer Filing Requirements, Now Consistent with Federally Set Timelines

The New Rules are Designed to Add Clarity, Efficiency and Transparency to the SEC’s Already Successful Whistleblower Award Program

Understanding Events of Default

Understanding Covenants

On June 8, 2020, the Federal Reserve released additional guidance on the Main Street Lending Program, completely replacing earlier set of FAQs (April 30, 2020 and May 27, 2020) with new FAQs and revised term sheets. 

On May 27, 2020, the Federal Reserve released additional guidance on the Main Street Lending Program, completely replacing an earlier set of FAQs (April 30, 2020) with new FAQs and issuing model loan documents.  This post reflects the new guidance.

Understanding Representations and Warranties

In new guidance issued on April 30, 2020, the Small Business Administration (“SBA”) stated that businesses that are part of a “single corporate group” may not receive Paycheck Protection Program (”PPP”) loans exceeding $20 million in the aggregate for the “single corporate group.”  This cap is effective immediately with respect to any PPP loan that has not been fully disbursed by April 30, 2020. This client alert explains the new guidelines and related considerations.

Preparation for Entering into a Loan

Understanding Loan Options

On April 9, 2020, the Federal Reserve announced the details of a new program established under the  CARES Act, the Main Street Lending Program, intended to assist small and medium-sized businesses impacted by the COVID-19 pandemic by making up to $600 billion in loans available for eligible borrowers. The program is designed for businesses with up to 10,000 employees or up to $2.5 billion in 2019 revenues. This client alert summarizes the terms of the loans available under this new program.

The Importance of the Term Sheet Stage

New SEC rules adopted in 2018 simplify certain disclosure requirements and amend the definition of smaller reporting company.

Following withdrawal of its prior proposal to the SEC, the NYSE again seeks to ease certain listing standards for SPACs, which have seen a resurgence in recent years.

Despite the withdrawal of their proposals to the SEC, the Exchanges continue to see healthy gains by SPACs and their sponsors.

Spotify uses alternative method to “go public,” forgoing the traditional initial public offering process.

Rule 10b5-1 plans do not preclude questions about insider trading if entered into or amended improperly.

On November 30, 2017, the SEC announced that it awarded more than $16 million to a pair of whistleblowers reporting securities law violations by a public company, ranking it among the ten largest awards since the inception of the whistleblower program.  With this case, SEC enforcement actions triggered by whistleblowers have now resulted in more than $1 billion in financial remedies ordered against wrongdoers.

SEC issues guidance on “pay ratio” rules compliance.

S&P Dow Jones Indices bars companies from joining its key indexes if they have multiple share classes.

Originally targeted toward venture capitalists, SAFEs are increasingly being sold to retail investors through crowdfunding offerings.

The SEC’s final rules effectuate inflation adjustments required under the JOBS Act and make other helpful technical rule and form amendments.

Proposed Amendment Shortens Settlement from Three to Two Business Days

Important considerations for the upcoming proxy season.

Opens door for Conservative Shift and Deregulation of Wall Street.

SEC Updates Intrastate Crowdfunding Rules 147 & 504 and Repeals Rule 505.

The SEC’s whistleblower program surpasses $100 million in awards.

Restrictive language in confidentiality agreements may subject companies to SEC enforcement action.

Uncertainty prevails as to whether the pace will increase; critics sound off and Congress looks for a stimulus.

SEC Chair White reports that SEC is preparing a proposal to require more meaningful diversity disclosure.

Tracking stocks, a blast from the past, appear to be making a comeback.

Pilot program plan for wider stock trading increments aimed at improving the trading of small-company stocks.

Compensation can trigger HSR filing obligations

A Reminder of a Company’s Regulation FD Obligations

SEC assessing adequacy of current disclosure rules.