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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
Free Writing Prospectus
I’m finding a lot of good segues recently – flowing from my discussion on the definition and implications of shell company status in a reverse merger (see HERE) is the topic of a free writing prospectus (“FWP”). In particular, what is a free writing prospectus, when and how is it used, and what companies are eligible for its use.
F-3 Eligibility
The ability to utilize a shelf registration statement on Form F-3 or S-3 offers significant advantages to publicly traded companies. A Form F-3/S-3 allows for variably priced offerings – that is offerings made either at-the-market or at other than fixed prices. Only companies that are eligible for F-3/S-3 can complete primary (or indirect primary) offerings at prices other than a fixed price (for more on primary offerings see HERE).
NASDAQ Issues New FAQ On MarketWatch News Submittals
In November 2023, Nasdaq added a new FAQ providing guidance on completing the electronic disclosure form to provide the required advance notice to Nasdaq’s MarketWatch Department when material non-public information is being announced, including news releases. I realized that while I have blogged about the Nasdaq notification requirements in general (see HERE), the recent changes to the Nasdaq reverse split rules, including MarketWatch notification (see HERE) and Nasdaq continued listing requirements (see HERE), I have not yet drilled down on the Nasdaq Rule 5250(b)(1) MarketWatch disclosure requirements, until now.
Supreme Court Decides MD&A Case
It is not often that the U.S. Supreme Court weighs in on the specific disclosure requirements under the federal securities laws, but in the case of Macquarie Infrastructure Corp. v. Moab Partners, L.P., they had occasion to do so in the context of a Rule 10b-5 fraud claim.
SEC Updates Guidance On Confidential Treatment Requests
For the first time since December 2019, the SEC has updated its guidance on the process associated with submitting a confidential treatment request (“CTR”). The March 2019 guidance update was triggered by the passing of the Fixing America’s Surface Transportation Act (“FAST Act”) which allows companies to redact confidential information from most material agreement exhibits without filing a CTR, including omitting schedules and exhibits to exhibits. The FAST Act also allows a company to redact information in material agreements that is both (i) not material, and (ii) competitively harmful if disclosed without the need for a CTR. For a discussion on the December 2019 guidance see HERE. At the end of this blog, I include a refresher on the streamlined, self-executing rules for omitting confidential information from material contract exhibits to SEC filings.
SEC Provides Guidance On Sell To Cover Exception In Rule 10b5-1
On December 14, 2022, the SEC adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (“Exchange Act”) to enhance disclosure requirements and investor protections against insider trading. The amendments include updates to Rule 10b5-1(c)(1), which provides an affirmative defense to insider trading liability under Section 10(b) and Rule 10b-5. For a review of the Rules see HERE and HERE.
Delaware Court Of Chancery – M&A Transactions
The Delaware Chancery Court’s recent decisions in Crispo v. Musk, West Palm Beach Firefighters v. Moelis & Company, Chordia v. Lee, and Sjunde AP-fonden v. Activision Blizzard, Inc. have caused some angst for merger and acquisition (M&A) practitioners. This blog will summarize those opinions and the statutory changes proposed by the Delaware Bar in response.
SEC Publishes New C&DI On Filing Fee Table And Inline XBRL
Back in fourth quarter 2023, the SEC published several new compliance and disclosure interpretations on various topics including cyber incident disclosure, proxy and information statements, the inclusion of securities in the filing fee exhibit, and Inline XBRL. This blog is the last in a series of three covering the plethora of new C&DI.
Section 13 – Beneficial Shareholder Reporting Requirements – Part II
Section 13 – Beneficial Shareholder Reporting Requirements – Part 1
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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