On November 2, 2020, the Securities and Exchange Commission adopted amendments to facilitate the use of private, or “exempt,” offerings. The changes will impact offerings structured pursuant to Section 4(a)(2), Regulation D and Regulation S, as well as offerings conducted under Regulation A and Regulation Crowdfunding. The stated purpose of the changes is to facilitate
SEC Expands the “Accredited Investor” and “QIB” Definitions and the Permitted Scope of “Testing the Waters”
The Securities and Exchange Commission (“SEC”) has approved amendments that will facilitate the ability of funds and other issuers to raise capital through private placements. On August 26, 2020, the SEC adopted amendments to expand the definition of “accredited investor” found in Rule 215 and Rule 501(a) of Regulation D under the Securities Act of
SEC Adopts a More Principles-Based Approach to Public Company Disclosure Requirements
On August 26, 2020, the Securities and Exchange Commission adopted amendments to Regulation S‑K that simplify and modernize the disclosure requirements relating to description of business, legal proceedings, and risk factors, which apply to public company registration statements and periodic reports. While the amended rules will require additional disclosure in some cases, several existing disclosure
Public Targets
The SEC’s New Disclosure Regime for Real Estate Acquisitions – A User’s Guide for REITs
The Securities and Exchange Commission (the “SEC”) recently adopted amendments to Regulation S-X and related rules and forms that will streamline and reduce the financial statements required to be filed in connection with significant business acquisitions by all SEC registrants.[1] As part of these amendments, the SEC overhauled Rule 3-14 of Regulation S-X, which
The SEC Makes Sweeping Changes to The M&A Financial Statement and Pro Forma Requirements
Introduction
On May 21, 2020, the Securities and Exchange Commission (the “SEC”) amended the financial statement and other disclosure requirements that apply when public companies acquire or dispose of a business or real estate operations.[1] The amendments simplify and rationalize the current rules, and should on balance decrease the regulatory burdens on public companies.
Public Company Reporting in the Shadow of the Pandemic
As the COVID-19 virus disrupts businesses, public companies face both operational and compliance challenges as public disclosure has become a more complex and evolving task. Companies with calendar year-ends are beginning to prepare their quarterly reports on Form 10-Q, and companies with other fiscal year-ends may be preparing annual reports on Form 10-K, or on
SEC Issues Guidance on the Use of Key Performance Indicators and Metrics in MD&A
On January 30, 2020, the Securities and Exchange Commission (“SEC” or “Commission”) published interpretive guidance (the “Guidance”) that companies should consider when disclosing key performance indicators (“KPIs”) and other metrics in Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”). The Guidance, which is consistent with staff comments in this area, describes