SEC Proposes Improvements to Acquired Business Financial Statement Requirements

Guest post by attorneys at Shearman & Sterling LLP

On May 3, 2019, the SEC proposed for public comment amendments to its rules related to the financial statements required to be disclosed by SEC reporting companies or in IPOs in connection with an acquisition or disposal of a business. These proposed rule changes are intended to improve the information that investors receive regarding the acquisition and disposition of businesses, to facilitate more timely access to capital and to reduce complexity and compliance costs.

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Yet Another Proposal to Require Disclosure of Board’s Cyber Expertise

Guest post by Stephanie Teplin and Craig A. Newman from Patterson Belknap Webb & Tyler LLP

Before investing in a company, would you want to know whether the board of directors had cybersecurity expertise?

A bipartisan group of senators have proposed a bill, Senate Bill 592, that would require every public company to disclose the cybersecurity background of its directors, and, if none exists, explain why the company doesn’t believe it is necessary.

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NASDAQ And NYSE American Shareholder Approval Requirements– Change Of Control

Guest post by Laura Anthony, Esq., Anthony L.G., PLLC

Nasdaq and the NYSE American both have rules requiring listed companies to receive shareholder approval prior to issuing securities in an amount of 20% or more of their outstanding common stock or voting power or prior to completing transactions which will result in a change of control of the company.  Nasdaq Rule 5635 sets forth the circumstances under which shareholder approval is required prior to an issuance of securities in connection with: (i) the acquisition of the stock or assets of another company; (ii) equity-based compensation of officers, directors, employees or consultants; (iii) a change of control; and (iv) transactions other than public offerings (see HERE related to Rule 5635(d)).  NYSE American Company Guide Sections 711, 712 and 713 have substantially similar provisions.

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The Evolution of Alternative Family Capital

Guest post by Ryan D. Harris, P.C., Jeffrey B. Kaplan, P.C., Cole Parker, David H. Stults of Kirkland & Ellis LLP

Family offices and other types of family investment vehicles are more frequently seeking new ways to invest and manage family capital, including ways to leverage outside capital. While there is no single solution that is appropriate for every family office, traditional models are increasingly evolving into new and unique structures.

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