View COVID-19 resources from Porter Wright here.

Blog

https://www.fedseclaw.com/

Recent Blog Posts

  • SEC proposes exemptions from registration for finders By Emily Cunningham and Ryan Steele    On Oct. 7, 2020, the Securities and Exchange Commission (SEC) proposed a limited and conditional exemption from broker registration for natural persons, referred to as “finders,” who seek to help non-reporting, private companies raise capital from accredited investors in exempt offerings, subject to certain conditions. Generally, persons who effect transactions in securities for the account of others cannot do so through interstate commerce unless the person is registered with the SEC. There has long been... More
  • SEC amends definition of accredited investor By Jasmin Hurley and Ryan Steele    On Aug. 26, 2020, the Securities and Exchange Commission (SEC) adopted amendments to Rule 501(a), Rule 215 and Rule 144A of the Securities Act of 1933 (Securities Act). These amendments are part of the SEC’s efforts to more effectively identify qualified investors and allow for expanded investment opportunities, while still maintaining appropriate levels of investor protections. Likely the most impactful of these amendments was the update to the definition of “accredited investor” under Rule 501(a). The... More
  • Delaware Supreme Court upheld federal forum provisions regarding Securities Act claims By Diana Lingyu Jia    Forum-selection provisions are common tools for corporations seeking to counteract potentially abusive shareholder litigation. Last month, the Supreme Court of Delaware held that Federal forum provisions, which require actions arising under the Federal Securities Act of 1933, as amended, to be filed in a Federal court, could survive a facial challenge. In Sciabacucchi v. Salzberg, Plaintiff Matthew Sciabacucchi purchased shares of common stock from Roku Inc., Stitch Fix, Inc. and Blue Apron Holdings, Inc., either in the... More
  • The CARES Act: Changes to the U.S. Bankruptcy Code By Bob Tannous    On March 27, 2020, President Donald Trump signed the Coronavirus Aid, Relief, and Economic Security (CARES) Act into law. Among other things, the CARES Act made some important changes to the U.S. Bankruptcy Code.  My colleague Jack Meadows explains on our Banking & Finance blog. ... More
  • SEC’s updated guidance on changing the date, time or location of annual shareholders’ meeting By Brian Dunlay and Matthew Navarre    On March 13, 2020, in response to the recent outbreak of the coronavirus disease (COVID-19), the Securities and Exchange Commission released guidance providing regulatory flexibility to reporting companies seeking to change the date, time, or location of annual shareholder meetings and use new technologies, such as “virtual” shareholder meetings, that avoid the need for in-person meetings. Given the public health and safety concerns related to COVID-19, the Commission provided guidance for reporting companies on how... More
  • Coronavirus and securities compliance related considerations By Brian Dunlay and Matthew Navarre    On March 4, 2020, the Securities and Exchange Commission issued an Order granting conditional relief from certain filing obligations under the federal securities laws for reporting companies whose compliance may be delayed by the coronavirus disease (COVID-19). In the press release accompanying this unprecedented Order, SEC Chairman Jay Clayton noted, “The health and safety of all participants in our markets is of paramount importance. While timely public filing of Exchange Act reports is a cornerstone... More
  • Recent IRS guidance affects corporate tax deductibility of public company executive compensation arrangements and related proxy statement disclosures By Greg Daugherty and Dave Tumen    Publicly traded companies have long been concerned with Internal Revenue Code Section 162(m) in order to maximize the deductibility of compensation paid to certain covered officers. Last year’s tax reform act made significant changes to Code Section 162(m). The IRS also recently published a Notice that explained some of these changes in more detail. To address these issues, public companies may need to review their administrative practices, particularly how they keep track of their covered... More
  • Virtual shareholder meetings: advantages, disadvantages and practical considerations By Nathan Sisodia    As spring approaches, so do annual shareholder meetings for many public companies. Traditionally, these meetings were held in-person. However, due to fairly recent advances in technology, companies now have the option to hold these meetings exclusively online or by providing for online participation, which both offer advantages and disadvantages to shareholders and company leaders. Furthermore, not all state corporate statutes permit a virtual component, and those that do may impose specific requirements. With an increasing amount of public... More
  • How to avoid registration under the Investment Company Act of 1940 By Porter Wright    One of the worse situations a company may face to be determined to be an investment company under the Investment Company Act of 1940, as amended (the act). If determined to be an investment company, the company is subject to the full regulation under the act. In addition, a company may inadvertently become an investment company; in such a case, all of its contracts are potentially voidable and it cannot engage in any other business. Generally, companies inadvertently... More
  • SEC seeks to regulate transactions utilizing cryptocurrencies under federal securities laws By Nathan Sisodia    Any person who regularly monitors the U.S. financial markets has likely noticed the recent emergence of digital currency, also referred to as “cryptocurrency,” in recent months. For example, the price of bitcoin, the most widely known form of cryptocurrency, surged from a price below $800 per bitcoin in 2016, to a remarkable $17,000 per bitcoin recently in 2017. Despite this potential volatility, the acceptance of cryptocurrencies as legitimate forms of currency is likely; as evidenced by an array... More