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Recent Blog Posts

• Increasing commentary on the importance of ESG disclosure By Porter Wright    On April 14, 2021, the U.S. Senate confirmed Gary Gensler, President Joe Biden’s nominee, to chair the U.S. Securities and Exchange Commission (SEC) until June 5, 2021. The Financial Industry Regulatory Authority (FINRA) issued a statement, in which the organization characterized Mr. Gensler as an advocate “for the interests of investors.” Investors and the SEC have expressed an interest in the reporting of environmental and social issues. Many spectators believe that under Gensler’s leadership, the SEC may implement... More
• Federal Corporate Transparency Act requires companies to disclose beneficial owner By Porter Wright    Most companies established or registered to do business in the U.S. do not have to disclose or report their ownership information—but that is about to change. The recently-enacted Corporate Transparency Act, which went into effect Jan. 1, 2021, requires certain companies to report their beneficial owner(s) to the U.S. Department of Treasury’s Financial Crimes Enforcement Network (FinCEN). My colleagues Jack Beeler and Diana Jia explain the new law, how it applies to businesses and what happens if they don’t... More
• Paycheck Protection Program loan necessity questionnaire By Bob Tannous    Borrowers of Paycheck Protection Program (PPP) loans – together with their affiliates – who have loans in excess of $2 million and seek loan forgiveness will potentially need to complete necessity questionnaires according to the Small Business Administration. There are separate forms for for-profit and non-profit businesses and will likely affect 52,000 borrowers. My colleagues Jack Beeler, Cat Rice and Jack Meadows explain the purpose and questions asked in these questionnaires in this law alert.... More
• SEC proposes exemptions from registration for finders By Ryan Steele and Porter Wright    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 Ryan Steele and Porter Wright    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 Porter Wright    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 to meet their... More
• Coronavirus and securities compliance related considerations By Porter Wright    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 of well-functioning markets,... 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