- Posts by James C. KennedyPartner
Jim Kennedy practices in the Business Representation & Transactions Group. The focus of his practice is corporate, securities, and financing law, where he has extensive experience in mergers, acquisitions and ...
This is an update to KMK’s original blog post on December 4, 2020.
On December 1, 2020, Nasdaq filed a rule proposal with the U.S. Securities and Exchange Commission that would require listed companies to have, or explain why their boards do not include, diverse directors. In a response to comments from the SEC, Nasdaq filed an amendment to the rule proposal on February 26, 2021. The Nasdaq proposal needs SEC approval to take effect.
In a notice posted on its website on March 10, 2021, the SEC said it would take additional time to rule on the Nasdaq proposal, while also seeking further ...
On March 5, 2021, the U.S. Securities and Exchange Commission announced it charged AT&T, Inc. and three of its investor relations executives with selectively disclosing material nonpublic information to research analysts in violation of Regulation FD. The SEC’s complaint alleges that to avoid falling short of the consensus revenue estimates for the third consecutive quarter, AT&T investor relations executives made private, one-on-one phone calls to analysts at several firms. According to the complaint, on these calls, the executives disclosed internal smartphone ...
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 November 2, 2020, the Securities and Exchange Commission adopted rule amendments intended to increase opportunities for private companies to raise capital, including by setting higher limits on certain private offerings. The SEC also simplified certain rules governing private offerings relating to investor communications and otherwise expanding investment opportunities. In addition to expanding access to capital for private issuers, the intent of these amendments is to make it simpler for issuers to comply with increasingly complex SEC rules, including by eliminating ...
On October 7, 2020, the SEC proposed a limited, conditional exemption from broker registration requirements for "finders" who assist issuers with raising capital in private markets from accredited investors. Finders identify and often solicit potential investors in order to connect issuers with investors in private placements of securities. The proposal responds to the lack of clarity regarding the regulatory status of finders which has developed through case law, no action letters and other SEC guidance.
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 ...
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).
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
- Proxy Access Rules
- Private Offerings
- Securities Litigation
- FAST Act
- JOBS Act
- Cybersecurity and Privacy Law
- SEC Enforcement
- Consumer Protection Act
- Corporate Governance
- Real Estate Law
- Ohio LLC Act
- Conflict Minerals
- Intellectual Property
- Emerging Growth Companies
- Opportunity Zone
- Pay Ratio Disclosure
- Mergers & Acquisitions
- Accredited Investors
- Sales Tax
- United States Supreme Court
- Online Trading Platforms
- Registration Statement
- Executive Compensation
- Health Care Act
- Annual Reports
- 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
- CDFI Fund
- Community Development Entities
- Community Development Financial Institutions Fund
- Government Shutdown
- 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
- Update: SEC Postpones Decision on Nasdaq's New Listing Rules to Advance Board Diversity
- SEC Charges AT&T and Three Executives with Regulation FD Violations
- 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