- Posts by Brett S. NiehauserAssociate
Brett Niehauser represents corporate clients in a variety of business transactions, as well as advising publicly-held clients on matters related to SEC reporting and compliance, the listing standards of the New York Stock ...
On Dec. 1, 2020, Nasdaq filed a rule proposal with the U.S. Securities and Exchange Commission that would require listed companies to disclose board diversity statistics using Nasdaq’s Board Diversity Matrix. Nasdaq would require companies to provide this disclosure in proxy materials or on company websites within one year of the SEC’s approval of the rules. The rules also would require listed companies to have, or explain why their boards do not include, diverse directors as follows:
- All listed companies would be expected to have one diverse director within two years of the ...
On May 21, 2020, the U.S. Securities and Exchange Commission adopted amendments to its rules and forms governing the financial information registrants are required to provide for significant acquisitions and divestitures. We expect the amendments will decrease the time and cost of preparing financial statements required in business combinations.
When a registrant acquires a significant business, other than a real estate operation, SEC rules generally require the registrant to provide separate audited annual and unaudited interim pre-acquisition financial statements of ...
On May 20, 2020, the State of Ohio Department of Health (ODH) issued an urgent health advisory (the “Advisory”), named “Ohioans Protecting Ohioans”, in which all individuals currently living within the State of Ohio are recommended to continue to stay at home or at their place of residence to lower the rate of spread of COVID-19. A copy of the Advisory can be found here. Based on Governor DeWine’s press conference on May 19, 2020, the Advisory was meant to replace the “Stay Safe Ohio” Order (the “Order”) that was issued by the Ohio Department of Health on April 30, 2020 ...
On May 8, 2020, Hamilton County, Ohio announced that it would be launching a small business loan program to facilitate the distribution of financial aid to small businesses. The funds to be used in the program were received by Hamilton County under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). Hamilton County received a total of $142 million from the CARES Act and has currently set aside $5 million of these funds for use in the small business loan program. Hamilton County officials have indicated that the aggregate amount of funds used for these small business loans may be increased.
SEC Provides Guidance on Earnings Disclosures & COVID-19 Impacts
On April 8, 2020, Jay Clayton, Chairman of the SEC, and William Hinman, Director of the SEC’s Division of Corporation Finance, issued a statement discussing the importance of disclosures related to the COVID-19 pandemic in anticipation of upcoming earnings releases and investor calls. In order to encourage more robust disclosures and shareholder engagement on this topic, the statement outlines, among others, several areas of observation and concern for companies:
- Disclosures should reflect the general ...
On March 25, 2020, the Securities and Exchange Commission (the “SEC”) extended its March 4, 2020 Order (the “Extended Order”) granting exemptions to reporting and proxy delivery requirements for public companies. The Extended Order (described in our advisory here) provides reporting relief for public companies with reports due on or before July 1, 2020.
On March 25, 2020, the SEC extended its March 4 Order granting exemptions to reporting and proxy delivery requirements for public companies. The SEC’s Division of Corporation Finance also issued Disclosure Guidance Topic No. 9 – Coronavirus (COVID-19).
Today, the Governor of Indiana issued a Stay at Home Order applicable to all Indiana residents and all business activities in the State of Indiana. The definition of Essential Business and Operations are substantially similar to those provided for in the Illinois and Ohio orders. The other restrictions on Indiana residents and businesses are also substantially similar. The Executive Order becomes effective at 11:59 p.m. on March 24, 2020 and remains in full force and effectual until 11:59 PM on April 6, 2020. A copy of the Order can be found here.
As you are probably aware, the State of Ohio issued a "Stay at Home Order" requiring, with certain exceptions, all individuals currently living within the State of Ohio to stay at home or at their place of residence and that all non-essential businesses and operations must cease.
On the afternoon of Friday, March 13, 2020, the SEC published guidance to assist public companies, investment companies, shareholders, and other market participants affected by COVID-19 with upcoming annual shareholder meetings.
- Securities Law
- Securities Regulation
- Tax Planning
- Corporate Tax
- Corporate Law
- Paycheck Protection Program
- Private Offerings
- Proxy Access Rules
- Securities Litigation
- FAST Act
- JOBS Act
- Cybersecurity and Privacy Law
- SEC Enforcement
- Consumer Protection Act
- Corporate Governance
- Real Estate Law
- Ohio LLC Act
- Intellectual Property
- Conflict Minerals
- Emerging Growth Companies
- Opportunity Zone
- Pay Ratio Disclosure
- Mergers & Acquisitions
- Accredited Investors
- Sales Tax
- United States Supreme Court
- Online Trading Platforms
- Registration Statement
- Annual Reports
- Executive Compensation
- Health Care Act
- Ohio Foreclosure Reform
- Family-Controlled Entities
- Gift and Estate Transfers
- Director Compensation
- Wall Street Reform
- Board of Directors
- Director Independence
- Clawback Rules
- Total Shareholder Return
- Cyber Insurance
- Data Breach
- Receivership Statute
- Regulation A
- Regulation D
- Business Process Improvement
- Employer Policies
- Employment Litigation
- Labor & Employment Law
- Labor Law
- Sixth Circuit
- Compensation Committee Certification
- Government Shutdown
- CDFI Fund
- Community Development Entities
- Community Development Financial Institutions Fund
- New Markets Tax Credit
- NMTC Financing
- Regulation Fair Disclosure
- Social Media
- Healthcare Reform
- Public Company Transition Rules
- Employment Incentives
- HIRE Act
- Social Security Tax
- Tax Credit
- Stimulus Package Reverses IRS’s Position on Deductibility of PPP Expenses and Other Loan Forgiveness Issues
- Nasdaq Proposes New Listing Rules to Advance Board Diversity: Comply or Explain
- More Disclosure Modernization: SEC Adopts Significant Amendments to Financial Disclosure Rules
- SEC Eases Limits and Rules on Private Offerings
- SEC Proposes Conditional Exemption for "Finders" Involved in Capital Raising
- Ohio Adopts Protections for Ohio Businesses from Coronavirus - Related Lawsuits
- SEC Scales Back Financial Disclosures for Business Combinations
- State of Ohio Issues Urgent Health Advisory and Partial Rescission of “Stay at Home” Order
- SEC Adopts Temporary Rules to Expedite Regulation Crowdfunding Offerings Amid COVID-19 Pandemic
- Treasury Releases PPP Loan Forgiveness Application