’34 Act/Other

Here’s an excerpt from this Cooley Alert penned by Rich Segal, Chad Mills, Julia Boesch, Reid Hooper, Liz Dunshee, Luci Altman, Victoria Peluso, Katherine Denby and Christine Turner: “The proposal, if adopted, would restructure the registered offering framework. The significance of the changes will depend on where an issuer sits in the capital markets landscape. For large-cap, exchange-listed issuers that are WKSIs under the current …

Episode 2 of SEC Chair Paul Atkins’ new podcast “Material Matters” featured Corp Fin Director Jim Moloney. Here’s ten things that Jim said during the 25-minute podcast:

Here’s an excerpt from this Cooley Alert penned by Ali Murata and Michael Bergmann: “According to the SEC, the percentage of issuers entitled to scaled disclosure relief would increase from 44% to 81% of registrants. The ability to rely on the scaled compensation disclosure is a significant advantage. Among other things, there is no requirement for a Compensation Discussion & Analysis or CEO pay ratio …

On the heels of last week’s proposals from the SEC on “registered offering reform” and “filer status reform,” SEC Chairman Paul Atkins delivered a speech two days ago seeking comment to boldly and creatively modernize the IPO process. As noted at the end of the speech, comments should be submitted by July 27th – which is the same deadline for comments on registered offering reform. …

Here’s an excerpt from this Cooley Alert penned by Brad Goldberg, Beth Sasfai, Amanda Weiss, Su Lian Lu, Luci Altman, Liz Dunshee and Julia Boesch: Open questions and areas for comment The proposal raises several interpretive and policy questions on which the SEC has invited comment, and that may attract significant attention from practitioners and issuers, including:

A few days ago, the SEC proposed major changes to the registered public offering process in an effort to dramatically increase the number of issuers eligible for shelf offerings and enhanced registration benefits – which combined with the proposal to simplify disclosure that I blogged about yesterday is one of the most significant reforms in decades. Here’s the 511-page proposing release – and here’s the …

Last week, the SEC had this pop up on OIRA’s regulatory dashboard: “Rescission of Policy Regarding Denials in Settlements of Enforcement Actions.” It’s listed there as a “final rule” and not a “proposal” – so it looks like the SEC will be changing its “neither admit nor deny” settlement policy. Here are four things to know:

Last month, the SEC issued relief – in the form of an exemptive order – permitting certain types of tender offers to remain open for only 10 business days, cutting in half the prior general requirement of 20 business days. Here’s an excerpt from this Cooley Alert penned by Ali Murata, Michael Bergmann and Janice Chan: “What this means for equity award tenders Because of …