SEC Clawback Rules: Practical Considerations and FAQs
By December 1, 2023, all companies listed on the NYSE or Nasdaq must adopt clawback policies that comply with listing standards mandated by the SEC (the SEC Clawback Rules). This requirement to adopt new compliant clawback policies applies to all US-listed companies, including listed foreign private issuers (FPIs). Latham & Watkins attorneys have prepared this FAQ to offer practical advice for listed companies implementing compliant policies.
The DOJ and FTC Draft Merger Guidelines: Key Takeaways
The draft guidelines for applying US antitrust laws to merger investigations depart from prior guidance and seek to roll back decades of legal precedent on merger enforcement. In this Client Alert, Latham attorneys highlight the key takeaways and the most significant developments in the new guidelines for companies considering strategic M&A opportunities.
Financial Statement Requirements in US Securities Offerings
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.
This User’s Guide is designed to provide a roadmap to help navigate the financial statement requirements of the federal securities laws. We focus principally on the requirements for new registration statements in public offerings, including initial public offerings by emerging growth companies (EGCs) under the JOBS Act.1 We also summarize briefly the practices in the Rule 144A market, as well as the special rules applicable to “foreign private issuers.”