On March 25, 2020, the SEC’s Division of Corporation Finance issued CF Disclosure Guidance: Topic 9 relating to the COVID-19 (the novel coronavirus) outbreak. The Division noted that it is monitoring how companies are reporting the effects and risks of the outbreak on their businesses, financial condition, and results of operations.
A “force majeure” provision in a contract describes the conditions under which a party’s obligations may be modified because of conditions beyond such party’s control. These provisions are especially important during the current COVID-19 pandemic because the occurrence of a force majeure event can result in an exemption from a party’s performance of its contractual obligations or, in some cases, the ability to terminate the contract completely.
We know that you have been trying to keep up with the latest news related to Coronavirus/COVID-19 and work through its impact on your business operations and your workforce.
The California Consumer Privacy Act (CCPA) came into effect on January 1, 2020. Enforcement by the California Attorney General is set to begin on July 1, 2020, and in the interim, the Attorney General has issued a set of proposed regulations that include additional requirements.
In this video, Jonathan Pentzien, Singapore corporate partner, interviews John Olson, M&A partner, on indemnity issues in M&A transactions. This is the first in a multipart series following up on a program focused on cross-border financings and M&A for venture-backed companies and investor in India and Singapore.
The New York Stop Hacks and Improve Electronic Data Security Act (“SHIELD Act”) requires companies to adopt data security measures and notify New York residents in the event of a data breach. This client alert provides guidance on the scope and compliance requirements of the SHIELD Act's data security sections, which will take effect on March 21, 2020.
This Alert highlights annual reporting requirements applicable to equity-based compensation that may need to be addressed by clients in early 2020.
The annual deadline for filing certain initial Schedules 13G, an amendment to a previously filed Schedule 13G, an initial Schedule 13F filing, and an annual update to a previously filed Form 13H with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2019 is Friday, February 14th. As you may remember from prior years, all Schedule 13G and 13F filings, including amendments, and Form 13H filings, including annual updates, must be filed electronically through EDGAR. As a result, we will be working with a financial printer in connection with these Section 13 filings. Finally, we would like to give our clients who have previously filed a Form ADV with the SEC a reminder that your firm will be required to file an annual updating amendment to such Form ADV by the deadline of Monday, March 30th.
The New York Stock Exchange LLC (“NYSE”), on December 11, 2019, filed a revised rule change proposal which would permit companies to sell shares in connection with its direct listing as well as make the direct listing process easier for more companies.
On September 18, 2019, California Governor Gavin Newsom signed into law Assembly Bill 5 (“AB 5”), which will bring sweeping changes to the manner in which workers in California are classified as either independent contractors or employees when the new law goes into effect on January 1, 2020. AB 5 generally follows the “ABC” test that the California Supreme Court adopted in its 2018 ruling in Dynamex Operations West, Inc. v. Superior Court of Los Angeles (“Dynamex”), with certain notable exceptions for a small number of specific occupations and industries.
On December 6, 2019, the Securities and Exchange Commission (SEC) rejected a proposed rule which would have permitted companies to sell shares in connection with its direct listing on the New York Stock Exchange LLC (NYSE), as well as make the direct listing process easier for more companies.
The New York Stock Exchange LLC (“NYSE”), on November 26, 2019, proposed a rule change which would permit a company to sell shares in connection with its direct listing as well as make the direct listing process easier for more companies.
On September 26, 2019, the Securities and Exchange Commission (the “SEC”) announced that it had adopted a new rule that will allow all issuers to take advantage of the “test-the-waters” accommodation. Under the new rule, all issuers will be allowed to gauge market interest in a possible initial public offering or other registered securities offering through discussions with certain institutional investors prior to, or following, the filing of a registration statement. Prior to the new rule, only emerging growth companies or “EGCs” were permitted to “test-the waters” and these discussions could only occur prior to an initial public offering.
In this article, Dan Green discusses SoftBank's impact on the Venture Capital market in Mexico with Reuters. He shares insight on how SoftBank's investments in Mexican companies changing the region's entrepreneurial ecosystem. Dan is the co-head of Gunderson's Latin America practice group and specializes in international Venture Capital transactions.
This client alert covers the California Consumer Privacy Act (CCPA) as it exists on April 26, 2019. Even if a company is GDPR compliant, the CCPA imposes new requirements. We expect the CCPA to impact most of our clients when it becomes effective on January 1, 2020.
On April 1, 2019, the SEC announced streamlined rules and procedures for seeking confidential treatment of immaterial, but competitively harmful information contained in agreements required to be filed as exhibits to SEC filings.
This Alert briefly highlights certain reporting requirements, as well as certain other legal and regulatory developments, applicable to equity-based compensation as we begin 2019.
2019 Schedule 13G / Schedule 13F Filings, Form 13H Annual Update Filings, Annual Privacy Notice Mailing Requirement and Preliminary Reminder of Form ADV Annual Updating Amendment Requirements
The SEC’s Division of Corporation Finance (and other divisions) will be largely closed during the pendency of the US Government shutdown.
With the passage of Senate Bill 826 at the end of September, California has become the first state in the U.S. to require public companies incorporated in California or other public companies with their principal executive offices in California (according their Annual Report on Form 10-K) to have specified numbers of women serving on their Boards of Directors. This alert discusses the new law and its implications for public companies.
The Massachusetts Noncompetition Agreement Act goes into effect on October 1, 2018 and will impact employers’ current practices with respect to post-termination non-competes for Massachusetts-based employees. This is relevant to you if you intend to hire Massachusetts-based employees or bind an existing Massachusetts-based employee to a post-term non-compete provision in the future because you will need to make updates to the non-compete provision in your form PIIA.
As required under the Economic Growth, Regulatory Relief, and Consumer Protection Act enacted in May 2018 (the “2018 Act”), the Securities and Exchange Commission (the “SEC”) issued final rules on July 18th to increase the disclosure threshold from $5 million to $10 million for issuances of securities in reliance on Rule 701 under the Securities Act of 1933.
The U.S. Department of Commerce’s Bureau of Economic Analysis (BEA) is conducting a mandatory survey that imposes reporting requirements on any U.S. business entity (including a fund, general partner entity or management company) in which a foreign person directly or indirectly held a voting interest of 10 percent or more at any time during the 2017 fiscal year.
The Stop Sexual Harassment in NYC Act (the “Act”), a comprehensive package of legislation aimed at combating sexual harassment in the workplace and strengthening New York City’s existing anti-sexual harassment laws, was signed into law by Mayor Bill de Blasio on May 9, 2018. In lockstep with New York City’s new sexual harassment law, Governor Cuomo signed into law the New York State Legislature’s anti-sexual harassment legislation in the state’s 2019 budget.
As you may be aware, certain changes in Cayman Islands law relating to Anti-Money Laundering and Know Your Customer (AML / KYC) requirements go into effect in the near future. We are writing to our venture capital and private equity fund clients to remind you of such changes as well as regarding FATCA / CRS registration and reporting obligations for 2018.
The U.S. Department of Commerce’s Bureau of Economic Analysis (BEA) is conducting a mandatory survey that imposes reporting requirements on any U.S. business in which a foreign entity directly and/or indirectly held a voting ownership interest (or the equivalent) of 10 percent or more at any time during that U.S. person’s 2017 fiscal year. All such U.S. persons must file Form BE-12 with the BEA by May 31, 2018 or by June 30, 2018 if using the BEA eFile system at www.bea.gov/efile.
2018 Schedule 13G / Schedule 13F Filings, Form 13H Annual Update Filings, Annual Privacy Notice Mailing Requirement and Preliminary Reminder of Form ADV Annual Updating Amendment Requirements
This Alert briefly describes certain important recent compensation developments affecting public and private companies under the Tax Cuts and Jobs Act.
This Alert briefly highlights certain reporting requirements applicable to equity-based compensation, as well as recent California employment law changes, as we begin 2018.
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