On May 22, the Financial Industry Regulatory Authority (FINRA) issued an open invitation for member firms and other interested parties to provide views and information about the security-based swap (SBS) market, with particular focus on broker-dealer SBS activities and the application of FINRA rules to those activities. The invitation, which is not a mandatory information request, includes the following questions:
Continue Reading FINRA Requests Comments on Security-Based Swaps

On May 14, the Securities and Exchange Commission announced the adoption and immediate effectiveness of Section 312.03T of the NYSE Listed Company Manual. Recognizing that existing exceptions to the shareholder approval requirements in the NYSE Listed Company Manual are “not helpful in most situations arising from the COVID-19 pandemic,” Section 312.03T provides a temporary exception to shareholder approval requirements applicable to certain issuances of equity securities (or convertible or other securities that may result in the issuance of equity securities) representing 20 percent or more of a New York Stock Exchange (NYSE)-listed company’s common stock or voting power, as well as narrow exceptions from shareholder approval requirements in connection with issuances to a related party or equity compensation. Section 312.03T is scheduled to expire on June 30, 2020.
Continue Reading NYSE Provides Temporary Relief From Shareholder Approval Requirements Due to COVID-19

On May 21, the Securities and Exchange Commission adopted final rules related to the financial disclosure requirements for acquisitions and dispositions of businesses (i.e., M&A transactions). The SEC’s release adopting the final rules is available here. These rules will be discussed in an upcoming edition of the Corporate & Financial Weekly Digest.

On May 4, the Securities and Exchange Commission’s  Division of Corporation Finance (the Division) issued four frequently asked questions (FAQs) related to the SEC’s conditional relief order (the Order) that was issued in the wake of the Coronavirus Disease 2019 (COVID-19).
Continue Reading SEC Division of Corporation Finance Issues Four FAQs Addressing the SEC’s Conditional Relief Order

As previously discussed in our March 26 advisory titled, “Virtual Shareholder Meetings in the Wake of COVID-19: Legal and Practical Considerations,” the Securities and Exchange Commission issued guidance to public companies on providing notice of a change to a virtual shareholder meeting in the wake of the coronavirus (COVID-19) pandemic.
Continue Reading Proposed Amendments to the Delaware General Corporation Law Concerning Virtual Shareholder Meetings During Emergency Conditions

On April 6, the Securities and Exchange Commission issued a release (the Release) announcing that the New York Stock Exchange (NYSE) had issued temporary and partial waivers from the requirement that NYSE-listed companies obtain stockholder approval in connection with certain related party and 20 percent equity issuances (the Waiver). In the Release, the NYSE acknowledged the “unprecedented disruption” caused by the COVID-19 pandemic and the great likelihood that many listed companies will “have urgent liquidity needs in the coming months due to lost revenues and maturing debt obligations,” which may mean that listed companies will “need to access additional capital that may not be available in the public equity or credit markets.” The Waiver provides NYSE-listed issuers with greater flexibility to engage in capital raising transactions, such as private investment in public equity (PIPE) transactions and registered direct offerings, that may otherwise be constrained by the NYSE’s existing stockholder approval rules. The Waiver remains in effect through June 30, 2020.
Continue Reading SEC Approves Temporary NYSE Waiver of Stockholder Approval Rules to Facilitate Capital Raising in the Wake of COVID-19

To help market participants keep tabs on the deluge of actions taken by financial market regulators to address the ongoing COVID-19 crisis, Katten’s Financial Markets Regulation team has launched the Financial Markets Regulation COVID-19 Resource Center. The new site lists and provides links to the COVID-19-related regulatory actions taken by the SEC, CFTC, FINRA,

On April 6, Corporate Securities  partner Mark Wood and Corporate partners Farzad Damania and Brian Hecht, together with panelists from Clermont Partners, Marcum LLP and Broadridge Financial Solutions, participated in a webinar discussing key reporting, disclosure, annual meeting and other legal issues faced by public companies during the COVID-19 pandemic.

To view webinar materials, please

On April 6, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance issued a new Compliance and Disclosure Interpretation (C&DI) concerning the application of the SEC’s conditional relief order (the Order) that was issued in the wake of the Coronavirus Disease 2019 (COVID-19) for companies filing their annual reports on Form 10-K.
Continue Reading SEC Division of Corporation Finance Issues C&DI about Conditional Relief Order and Incorporation by Reference Into Form 10-K

On April 8, Jay Clayton, the Chairman of the Securities and Exchange Commission (SEC), and William Hinman, the Director of the SEC’s Division of Corporation Finance, issued a public statement addressing disclosure considerations in light of the COVID-19 pandemic. The statement follows other guidance and regulatory relief that the SEC has issued in recent weeks as the pandemic has developed.
Continue Reading SEC Chairman and Division of Corporation Finance Director Issue Statement Further Addressing COVID-19 Related Disclosures