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1
Proposed Bad Actor Disqualification Act Of 2019 And SEC Statement On Contemporaneous Settlement Offers And Waiver Requests
Last month, Representative Maxine Waters, chair of the House Financial Services Committee, introduced a bill entitled Bad Actor Disqualification Act of 2019
United States
26 Jul 2019
2
Market Trends 2018/19: Registered Direct Offerings
This market trends article focuses on registered direct offerings, providing an overview of the market and covering recent notable transactions, deal structure and process, and legal and regulatory trends.
United States
19 Jun 2019
3
Social Costs Of Dividends And Repurchases
In a recent paper, referenced above, author JB Heaton analyzes the extent to which the ability of corporations to return capital to their shareholders through dividends and repurchases results in substantial social costs.
United States
23 Apr 2019
4
10 Tips For 10-Ks And Proxy Statements
With preparations shifting into high gear for calendar-year companies that file annual reports on Form 10-K and proxy statements with the US SEC, here are tips to consider when drafting these documents.
United States
9 Jan 2019
5
IRS Releases Proposed Anti-Hybrid Regulations
The US Tax Cuts and Jobs Act of 2017 added new sections 245A(e) and 267A to the Code. Section 245A(e) denies the section 245A dividends-received deduction for "hybrid" dividends.
United States
8 Jan 2019
6
Top 10 Practice Tips: Registered Direct Offerings
A registered direct offering (RDO) is a public offering of securities that is sold on a best efforts basis by a placement agent that is engaged by the issuer ...
United States
7 Jan 2019
7
Proposed State Securities Registration Amendments For Smaller Offerings
On November 1, 2018, the North American Securities Administrators Association, Inc. ("NASAA") released for public comment proposed updates to the SCOR Statement of Policy and the SCOR Form (Form U-7).
United States
23 Nov 2018
8
NYSE Proposes Modifying 20% Rule
On October 31, 2018, the NYSE filed a proposed amendment to the Listed Company Manual to modify the price requirements for purposes of determining whether shareholder approval
United States
20 Nov 2018
9
Proposed Regulations Change Calculus Of Section 956's "Deemed Dividend" For US Corporate Shareholders
On October 31, 2018, the US Internal Revenue Service ("IRS") released proposed regulations ("Proposed Regulations") that, if finalized, may substantially impact the way in which multinational corporations finance their operations.
United States
8 Nov 2018
10
Sec Staff Legal Bulletin No. 14J Provides Additional Shareholder Proposal Guidance
On October 23, 2018, the staff (Staff) of the Division of Corporation Finance of the US Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14J (SLB 14J)
United States
5 Nov 2018
11
New Staff Legal Bulletin On Shareholder Proposals
The Division of Corporation Finance published Staff Legal Bulletin No. 14J (CF) in order to provide guidance on issues arising under Rule 14a-8 under the Exchange Act.
United States
29 Oct 2018
12
Nasdaq Shareholder Vote Rule
As we previously blogged, The Nasdaq Stock Market filed with the Securities and Exchange Commission an amendment to its shareholder vote rule, often referred to as the 20% rule.
United States
25 Oct 2018
13
Can You Simply Remove GILTI Income From Your State Tax Base (New York And Elsewhere)?
The New York State 2018 legislative session included a couple bills, including a State Senate draft of the budget bill ...
United States
26 Sep 2018
14
GILTI Pleasures: The IRS Releases Proposed Regulations On Global Intangible Low-Taxed Income
Every one of us has some guilty pleasure, whether it's watching soap operas, binging on jelly donuts, attending electronic dance music parties ...
United States
26 Sep 2018
15
2019 Proxy And Annual Reporting Season: Let The Preparations Begin
It is already that time of year when public companies should be thinking about the 2019 proxy and annual reporting season
United States
19 Sep 2018
16
Share Repurchases
In a white paper titled, "Taking Stock," published by MSCI and written by Ric Marshall, Pano Seretis, and Agnes Grunfeld, the authors analyze the effect of share buybacks.
United States
17 Sep 2018
17
SEC Action Deadline Extended On Nasdaq Shareholder Approval Rule Change
As we previously blogged, Nasdaq Stock Market LLC filed a proposed rule change with the Securities and Exchange Commission to change their listing requirements ...
United States
30 Aug 2018
18
2018 Update On Private Liquidity Programs
2018 has seen an increase in private companies accessing the private markets through private company liquidity programs.
United States
22 Aug 2018
19
Market Trends 2017/18: Lock-Up Agreements
In connection with offerings of securities, the underwriters or placement agents negotiate a lock-up agreement with the issuer and its directors, officers, and control persons.
United States
15 Aug 2018
20
SEC Roundtable On Proxy Process Announced
Yesterday the Securities and Exchange Commission announced that it would convene a roundtable in order to gather information regarding whether the Commission's rules on the proxy process should be refined.
United States
6 Aug 2018
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