Category: Regulatory
SEC to Scrutinize Company Accounting for Impact of Climate
In February, then-Acting SEC Chair Allison Lee directed the staff of Corp Fin, in connection with the disclosure review process, to “œenhance its focus on climate-related disclosure in public company filings, ” starting with the extent to which public companies address the topics identified in the interpretive guidance the staff issued regarding […]
Is the SEC considering guidance on SPAC projections?
Reuters is reporting “”exclusively “”that the SEC is contemplating issuing more guidance that would “œrein in growth projections ” made by listed SPACs and clarify when the PSLRA would be available to protect SPAC projections, “œaccording to three people with knowledge of the discussions. ” According to Reuters, the SEC guidance “œwould escalate […]
SEC Approves NYSE Amendment of Shareholder Approval Provisions
In December 2020, the NYSE proposed to relax the requirements for shareholder approval of related-party equity issuances and bring them into closer alignment with the comparable Nasdaq rules by amending Sections 312.03, 312.04 and 314.00 of the NYSE Listed Company Manual. The amendments were intended to provide more flexibility to raise […]
Corp Fin Again Amends Guidance on Extensions of Confidential Treatment Orders
Corp Fin has once again amended Disclosure Guidance Topic No. 7, Confidential Treatment Applications Submitted Pursuant to Rules 406 and 24b-2, to modify “”slightly “”the alternatives available for companies with confidential treatment orders that are about to expire. The guidance was last amended in September 2020 (see this PubCo post), but […]
After Climate, is Enhanced Diversity Disclosure Next?
It’s not just mandatory climate disclosure that’s on the agenda for Acting SEC Chair Allison Lee. Last week, as reported by Reuters, in remarks to a forum for securities industry professionals, she said that the SEC “œshould think more “˜creatively and broadly’ about tackling issues of race and gender diversity, […]
UK FCA Updates on COVID-19 Issues for Listed Companies
On May 27, 2020, the Financial Conduct Authority in the UK published a newsletter outlining its continuing expectations of issuers in the UK on market conduct and transaction reporting issues. The FCA also published a Primary Market Bulletin setting out updates for issuers on temporary relief for the timing of […]
Cooley Supports Petition to SEC for E-Signatures
Cooley, together with Wilson Sonsini Goodrich & Rosati and Fenwick & West, has submitted a petition to the SEC requesting a rule change to allow companies to use electronic signatures in their filings. Today, companies are required to sign many SEC filings, including registration statements filed in connection with IPOs, […]
UK Pre-Emption Group Provides Temporary Additional Flexibility for Pre-Emption Disapplication Authorities
The UK Pre-Emption Group (PEG) issued a statement, published on April 1, 2020, regarding its expectations for non-pre-emptive issues by companies listed in the UK in the context of the coronavirus pandemic. Temporary increase The PEG recommends that investors, on a case-by-case basis, consider supporting non-pre-emptive issues by companies of […]
COVID-19 Updates for UK + European Capital Markets: FCA, FRC + PRA Joint Statement, AIM Guidance and ESMA Public Statement
In light of the COVID-19 pandemic, several key updates for UK and European capital markets have recently been released, focusing primarily on financial reporting, including a joint statement by the Financial Conduct Authority (FCA), Financial Reporting Council (FRC) and Prudential Regulation Authority (PRA), an Inside AIM publication by the London […]
Practical Observations on Preparing Prospectuses Under the New Prospectus Regulation
On 21 July 2019 the new Prospectus Regulation (Regulation (EU) 2017/1129) (the “œNew Prospectus Regulation “) regime repealed and replaced the previous Prospectus Directive ( “œPD2 “) regime in all EU Member States. In this briefing we explore the impact of the New Prospective Regulation on issuers producing a prospectus […]