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Publications
8/2/2011
The SEC Adopts Transaction Requirements that Preserve Form S-3 Eligibility for Most Issuers
The SEC Adopts Transaction Requirements that Preserve Form S-3 Eligibility for Most Issuers
Securities
Publications
Client Alert
8/2/2011
The SEC Adopts Transaction Requirements that Preserve Form S-3 Eligibility for Most Issuers
Authors: David S. Baxter, Jeffrey J. Delaney, Todd W. Eckland, Kimberly E. Moritz
The Securities and Exchange Commission (SEC) has eliminated the use of investment grade credit ratings as a transaction requirement for short-form registration of securities, instead creating alternative transaction requirements that preserve the use of Form S-3 for most companies that previously relied on their investment grade credit ratings.
The SEC Adopts Transaction Requirements that Preserve Form S-3 Eligibility for Most Issuers
Authors: David S. Baxter, Jeffrey J. Delaney, Todd W. Eckland, Kimberly E. Moritz
The Securities and Exchange Commission (SEC) has eliminated the use of investment grade credit ratings as a transaction requirement for short-form registration of securities, instead creating alternative transaction requirements that preserve the use of Form S-3 for most companies that previously relied on their investment grade credit ratings.
Client Alert
8/13/2009
Elimination of Discretionary Voting Warrants Fresh Look at Proxy Practices for 2010
Authors: Gabriella A. Lombardi, Brian M. Wong
Elimination of Discretionary Voting Warrants Fresh Look at Proxy Practices for 2010
Authors: Gabriella A. Lombardi, Brian M. Wong
The Securities and Exchange Commission has approved an amendment to New York Stock Exchange (NYSE) Rule 452 to eliminate broker discretionary voting in uncontested director elections held on or after January 1, 2010. The rule change will prohibit brokers from casting votes in any director election if the beneficial holder has not instructed the broker how to vote.
Client Alert
7/18/2008
SEC Proposes Revisions to Foreign Broker-Dealer Exemptions
Authors: Kimberly V. Mann, Kimberly Miller
SEC Proposes Revisions to Foreign Broker-Dealer Exemptions
Authors: Kimberly V. Mann, Kimberly Miller
On June 25, 2008, the Securities and Exchange Commission proposed substantial amendments to Rule 15a-6 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”). Rule 15a-6 provides conditional exemptions from broker-dealer registration for foreign entities involved in certain activities with U.S. investors. The proposed rule changes would further enable foreign broker-dealers to operate in the United States without registering with the SEC. The proposal comment period is scheduled to end on September 8, 2008.
Client Alert
2/7/2008
SEC Amends Reporting and Registration Requirements for Smaller Public Companies
Authors: Gabriella A. Lombardi, Stanton D. Wong, David S. Baxter, Harpreet Bal
SEC Amends Reporting and Registration Requirements for Smaller Public Companies
Authors: Gabriella A. Lombardi, Stanton D. Wong, David S. Baxter, Harpreet Bal
The Securities and Exchange Commission recently issued final rules amending reporting obligations and registration requirements for smaller public companies. The amendments ease the disclosure and reporting requirements and provide greater flexibility to raise capital.
Client Alert
1/15/2008
Practical Considerations for Revised Rule 144
Authors: Gabriella A. Lombardi, Stanton D. Wong, Brian M. Wong, Todd W. Eckland, Jeffrey J. Delaney, David S. Baxter, Robert B. Robbins, Stephane Levy
Practical Considerations for Revised Rule 144
Authors: Gabriella A. Lombardi, Stanton D. Wong, Brian M. Wong, Todd W. Eckland, Jeffrey J. Delaney, David S. Baxter, Robert B. Robbins, Stephane Levy
Client Alert
2/7/2007
The Companies Act 2006: Electronic Communication for UK Companies
Authors: Caroline Grange; Simon Fielder
The Companies Act 2006: Electronic Communication for UK Companies
Authors: Caroline Grange; Simon Fielder
Bylined Article
Winter 2007
SEC Issues Final Rules on Executive and Director Compensation Disclosure Requirements
Authors: Brian M. Wong, Harpreet Bal
SEC Issues Final Rules on Executive and Director Compensation Disclosure Requirements
Authors: Brian M. Wong, Harpreet Bal
Brian M. Wong and Harpreet S. Bal, members of Pillsbury Winthrop Shaw Pittman’s Corporate & Securities practice, authored this article which originally appeared in Bloomberg Corporate Law Journal, Winter 2007.
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6/27/2005
EU Prospectus Required by July 1, 2005
EU Prospectus Required by July 1, 2005
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12/1/2004
SEC Postpones Internal Control Report Filing Date For Certain Accelerated Filers
SEC Postpones Internal Control Report Filing Date For Certain Accelerated Filers
Publication
11/12/2004
Sarbanes-Oxley's Retroactive Impact on Fraud Suit Remains Uncertain
Source: Washington Legal Foundation - Legal Backgrounder
Authors: Jeffrey B. Grill, ; Damon D. Colbert
Interpretational difficulties abound with respect to certain provisions of the Sarbanes-Oxley Act of 2002 (“Act”). Pub. L. No. 107-204, 116 Stat. 745. The interpretation of Section 804 of the Act, 28 U.S.C. § 1658, has spawned a considerable amount of litigation in federal district courts. Section 804, entitled “Statute of Limitations for Securities Fraud,” lengthens the limitations period for certain private securities actions from one year after discovery of the facts constituting the violation to two years, and from three years after the violation to five years, whichever occurs first. See id. Federal district courts have addressed whether Section 804, subsection (b), which states that the limitations period “shall apply to all proceedings addressed by [Section 804] that are commenced on or after the date of enactment of [the Act],” applies retroactively and revives previously expired private securities actions. Federal appeals courts have yet to address this issue; however, as of the date of this LEGAL BACKGROUNDER, the U.S. Court of Appeals for the Second Circuit has a case pending in which the interpretation of Section 804 is at issue. See AIG Asian Infrastructure Fund, L.P. v. Chase Manhattan Ltd., No. 04-2403 (2d Cir.). To date, the majority of courts have decided that Section 804 does not revive previously expired private securities actions. However, the Securities and Exchange Commission (“SEC”), in an amicus curiae brief filed in the Second Circuit,1 has concluded the contrary, as have some courts. This LEGAL BACKGROUNDER summarizes and examines the arguments for and against the proposition that Section 804 revives time-barred private securities action.
Sarbanes-Oxley's Retroactive Impact on Fraud Suit Remains Uncertain
Source: Washington Legal Foundation - Legal Backgrounder
Authors: Jeffrey B. Grill, ; Damon D. Colbert
Interpretational difficulties abound with respect to certain provisions of the Sarbanes-Oxley Act of 2002 (“Act”). Pub. L. No. 107-204, 116 Stat. 745. The interpretation of Section 804 of the Act, 28 U.S.C. § 1658, has spawned a considerable amount of litigation in federal district courts. Section 804, entitled “Statute of Limitations for Securities Fraud,” lengthens the limitations period for certain private securities actions from one year after discovery of the facts constituting the violation to two years, and from three years after the violation to five years, whichever occurs first. See id. Federal district courts have addressed whether Section 804, subsection (b), which states that the limitations period “shall apply to all proceedings addressed by [Section 804] that are commenced on or after the date of enactment of [the Act],” applies retroactively and revives previously expired private securities actions. Federal appeals courts have yet to address this issue; however, as of the date of this LEGAL BACKGROUNDER, the U.S. Court of Appeals for the Second Circuit has a case pending in which the interpretation of Section 804 is at issue. See AIG Asian Infrastructure Fund, L.P. v. Chase Manhattan Ltd., No. 04-2403 (2d Cir.). To date, the majority of courts have decided that Section 804 does not revive previously expired private securities actions. However, the Securities and Exchange Commission (“SEC”), in an amicus curiae brief filed in the Second Circuit,1 has concluded the contrary, as have some courts. This LEGAL BACKGROUNDER summarizes and examines the arguments for and against the proposition that Section 804 revives time-barred private securities action.
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6/7/2004
SEC's Division of Market Regulation Releases Answers to FAQs Relating to Rule 10b-18
SEC's Division of Market Regulation Releases Answers to FAQs Relating to Rule 10b-18
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3/26/2004
A Director's Guide to the Sarbanes-Oxley Act of 2002 on Corporate Responsibility
Authors: Shaw Pittman's Corporate and Securities Group
A Director's Guide to the Sarbanes-Oxley Act of 2002 on Corporate Responsibility
Authors: Shaw Pittman's Corporate and Securities Group
Publication
3/26/2004
A Director's Guide to the Final NASDAQ Corporate Governance Rules
Authors: Shaw Pittman's Corporate and Securities Group
A Director's Guide to the Final NASDAQ Corporate Governance Rules
Authors: Shaw Pittman's Corporate and Securities Group
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Publication
3/11/2004
Sample Subscription Documents for Private Offerings
Source: Regulation D Offerings and Private Placements: ALI-ABA Course of Study Materials
Authors: Jeffrey B. Grill, Sylvia M. Mahaffey
Sample Subscription Documents for Private Offerings
Source: Regulation D Offerings and Private Placements: ALI-ABA Course of Study Materials
Authors: Jeffrey B. Grill, Sylvia M. Mahaffey
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2/11/2004
Answer to The Director Independence Question of the Week
Source: Corporate Counsel Weekly
Author: Jeffrey B. Grill
Answer to The Director Independence Question of the Week
Source: Corporate Counsel Weekly
Author: Jeffrey B. Grill
Publication
January 2004
Writing Effective Risk Factor Disclosure in Offering Documents and Exchange Act Reports
Source: Insights
Authors: Robert B. Robbins, Brad M. Dashoff
Writing Effective Risk Factor Disclosure in Offering Documents and Exchange Act Reports
Source: Insights
Authors: Robert B. Robbins, Brad M. Dashoff
Publication
12/31/2003
Regulation D Offerings and the Internet
Source: Review of Securities & Commodities Regulation
Author: Robert B. Robbins
Regulation D Offerings and the Internet
Source: Review of Securities & Commodities Regulation
Author: Robert B. Robbins
Publication
12/1/2003
Effect on REITs of SEC Final Rules Regarding the Use of Non-GAAP Financial Measures
Source: Real Estate Finance Journal
Authors: Jeffrey B. Grill, Sylvia M. Mahaffey
Effect on REITs of SEC Final Rules Regarding the Use of Non-GAAP Financial Measures
Source: Real Estate Finance Journal
Authors: Jeffrey B. Grill, Sylvia M. Mahaffey
Publication
11/24/2003
Supreme Court Lets Stand Controversial Section 16(b) Ruling
Source: Securities Regulatory Update
Author: Jeffrey B. Grill
Supreme Court Lets Stand Controversial Section 16(b) Ruling
Source: Securities Regulatory Update
Author: Jeffrey B. Grill
Publication
11/11/2003
Security Holder Access to Corporate Proxies and the Director Nomination Process
Security Holder Access to Corporate Proxies and the Director Nomination Process
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Publication
Presentation
6/4/2003
Sarbanes-Oxley and Other Developments Regarding Corporate Governance
Source: Financial Management Workshop (Sponsored by the National Stone, Sand & Gravel Association)
Author: Jeffrey B. Grill
Sarbanes-Oxley and Other Developments Regarding Corporate Governance
Source: Financial Management Workshop (Sponsored by the National Stone, Sand & Gravel Association)
Author: Jeffrey B. Grill
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Publication
3/13/2003
Sarbanes-Oxley Act of 2002: Overview and Effect on UK Companies
Source: Investor Relations Society Luncheon
Author: Jeffrey B. Grill
Sarbanes-Oxley Act of 2002: Overview and Effect on UK Companies
Source: Investor Relations Society Luncheon
Author: Jeffrey B. Grill
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