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Securities Law Blog
Use the search or alphabetical categories to locate information on any and all schedules, rules, legislation or updates to corporate and securities laws. Laura Anthony, Esq. has been publishing weekly articles for the past 600 weeks. If you need assistance or have questions, please reach out to Laura Anthony, Esquire, Founding Partner of Anthony, Linder & Cacomanolis, PLLC using any of the contact forms on this site or visit the firm website for further information.
RECENT POSTS
Foreign Private Issuers – SEC Registration And Reporting And Nasdaq Corporate Governance – Part 2
Although many years ago I wrote a high-level review of foreign private issuer (FPI) registration and ongoing disclosure obligations, I have not drilled down on the subject until now. While I’m at it, in the multi part blog series, I will cover the Nasdaq corporate governance requirements for listed FPIs.
Foreign Private Issuers – SEC Registration And Reporting And Nasdaq Corporate Governance – Part 1
Although many years ago I wrote a high-level review of foreign private issuer (FPI) registration and ongoing disclosure obligations, I have not drilled down on the subject until now. While I’m at it, in the multi part blog series, I will cover the Nasdaq corporate governance requirements for listed FPIs.
Related Party Transactions – Foreign Private Issuers
About a year ago, the SEC brought several enforcement proceedings targeting shortcomings in related party transactions disclosures, including by Lyft. The action provides a reminder that Item 404(a) is broadly construed and reminded me that related party transactions are a topic worthy of blogging about. Last week I published a blog on related party transaction disclosures for domestic companies (see HERE) and this week covers foreign private issuers (FPIs).
Related Party Transactions – Domestic Companies
About a year ago, the SEC brought several enforcement proceedings targeting shortcomings in related party transactions disclosures, including by Lyft. The action provides a reminder that Item 404(a) is broadly construed to require a description of transactions since the beginning of the registrant’s last fiscal year in excess of $120,000 in which it was or is to be a participant, and in which a related person had or will have a direct or indirect material interest. When the cases came out, I added related party transactions to my (very long) list of topics worthy of a blog and now is the time.
Terminating Reporting Obligations In An Abandoned IPO
It has been a tough few years for small cap (and all) initial public offerings (IPOs). Although I have been seeing a small up-tick in priced deals recently, we are not yet near the highs of 2020 – 2022. Among the various challenges facing IPO issuers, lengthy Nasdaq/NYSE review periods and trouble building out sufficient allocations have been especially difficult resulting in a lengthier IPO process than expected.
An increased IPO timeline adds significant expense to the process. A registration statement cannot go effective with stale financial statement. Financial statements for domestic issuers go stale every 135 days requiring either a new quarterly review or annual audit and an amended registration statement. Likewise, financial statements for foreign private issuers (FPIs) go stale every nine months. When an issuer is nearing the end date for financial statements, and it appears that a closing of an IPO may be imminent, they sometimes choose to go effective and rely on Rule 430A.
NYSE Approves Change To Delist Companies That Change Primary Business
On July 24, 2024, the SEC approved an NYSE rule change to allow for the delisting of companies that change their primary business.
Supreme Court Strikes Down Chevron Deference
In June 2024, the U.S. Supreme Court struck down a decades old judicial precedent that provided guidance as to when judges could defer to a federal agencies’ interpretation of a law. The original precedent derived from the 1984 case Chevron v. Natural Resources Defense Council, which gave deference to federal agencies’ interpretations of a law over the judicial system. Although Chevron applied to all federal agencies, in light of a slew of recent litigation by and against the SEC related to rule making and interpretations (for example related to who is a “dealer” – see HERE) I decided to cover it in a blog.
Commissioner Uyeda’s Statement On Dealer Litigation
On August 19, 2024, SEC Commissioner Mark T. Uyeda published a statement regarding one of the numerous defendants in SEC initiated enforcement proceedings claiming unlicensed dealer activity. The statement resonates with the sentiments of most of my colleagues, peers and clients.
NASDAQ Issues New FAQ On MarketWatch News Submittals
Supreme Court Decides MD&A Case
SEC Updates Guidance On Confidential Treatment Requests
Delaware Court Of Chancery – M&A Transactions
SEC Publishes New C&DI On Proxy Rules
SEC Publishes New C&DI On Cybersecurity Rules
SEC Adopts Changes To The Definition Of A “Dealer”
Market Makers Rely on Due Diligence in Reverse Mergers
OTCBB Reporting Requirements Enable Successful Reverse Mergers
Examination of Rule 144 and Potential Interpretations
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