On June 28, 2018, the Securities and Exchange Commission approved the adoption of amendments to expand the number of companies that meet the definition of “smaller reporting company” and require the use of Inline XBRL in certain filings. The new “smaller reporting company” definition expands the number of companies that qualify for certain scaled disclosures

On Wednesday, April 4, 2018, the Securities and Exchange Commission (“SEC”) published new Compliance and Disclosure Interpretations (“New C&DIs”) on the use of non-GAAP financial measures. The New C&DIs supplement and clarify the Staff’s existing guidance with respect to non-GAAP financial measures for business combination transactions.  Please see Morrison & Foerster’s client alert on the

We had previously reported on a Securities and Exchange Commission open meeting that had been scheduled for today.  The open meeting was cancelled.  The Commission approved the issuance of an interpretive release to provide guidance to public companies when preparing disclosures about cybersecurity risks and incidents.  The release (available here: https://goo.gl/QVhwSG) discusses the Commission’s

In a speech given early in the week at Stanford University’s Rock Center for Corporate Governance, titled, “Mutualism: Reimagining the Role of Shareholders in Modern Corporate Governance,” Commissioner Stein addressed a broad range of topics, including cybersecurity issues and shareholder engagement.  Commissioner Stein also commented on dual class capital structures.  Commissioner Stein, not speaking on

Yesterday, the Securities and Exchange Commission announced that it will hold an open meeting on February 21st at 10 a.m. to consider various matters, including whether to approve the issuance of an interpretive release to provide guidance to assist public companies in preparing disclosures about cybersecurity risks and incidents.  The details may be found

On February 12, 2018, in no-action relief granted to a mortgage REIT, the Staff of the SEC acknowledged that the real estate finance business has evolved substantially since the enactment of the Investment Company Act, with the creation and use of new debt financing techniques and mortgage-related products.  In the relief, the Staff indicates that

In the recently released Congressional Budget Justification, the Securities and Exchange Commission highlights a number of priorities.  In discussing the Division of Corporation Finance’s activities, the request notes that the Division remains focused on measures designed to promote capital formation.  Among these, the report notes that the Division will consider and propose amendments to modernize

Bill Hinman, Director of the Securities and Exchange Commission’s Division of Corporation Finance delivered the keynote address at the Practising Law Institute’s annual Securities Regulation in Europe program.  During his speech, Mr. Hinman touched on various topics, including the types of measures that may be undertaken in order to make the capital markets and the

As we have previously discussed on our blog, the securities exchanges impose shareholder vote requirements in connection with certain financing transactions.  These rules are often referred to as the “20% Rule,” since, for Nasdaq, for example, a shareholder vote is required to be obtained by a listed company that intends to complete certain private placement

On February 2, 2018, the SEC approved on an accelerated basis the NYSE’s proposal, as modified by Amendment No. 3, to change its listing qualifications to facilitate listings for certain non-IPO offerings.  Section 102.01B of the NYSE Listed Company Manual (“Section 102.01B”) currently recognizes that some companies that have not previously registered their common equity