Resource Listings

ESG has become a mainstream concern across companies, industries, and markets throughout the world. More than ever, companies’ ability to manage ESG risks and take advantage of new market opportunities can help them drive value for their stakeholders.

Activist investors often begin planning their campaigns as much as a year in advance of the annual meeting. This includes accumulating stock positions, coordinating with other hedge funds in so-called “wolf packs,” analyzing the target company’s defenses and vulnerabilities, and making initial contacts with the target company. Therefore, target companies should focus on early vigilance and advance preparation.

Section 162(m) of the US Internal Revenue Code (the Code) as amended by the Tax Cuts and Jobs Act (TCJA) denies a tax deduction for compensation of more than US$1 million paid to certain executive officers of a publicly traded corporation (covered employees). This Client Alert examines the 10 key takeaways from the proposed regulations.

When do you need acquired business financial disclosures in a prospectus under the SEC's amended rules?

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 US federal securities laws. We focus principally on the requirements for new registration statements in public offerings by “foreign private issuers” (a term that covers most non-US issuers other than foreign governments), 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.

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.”

The enforcement actions provide early clues on how the SEC’s “risk-based data analytics” may flag public companies for investigation.

Followers of the financial press will not have failed to note the prominence of Environmental, Social, and Governance (ESG) developments in recent years, whether through regulatory proposals, statements from asset managers concerning ESG, or industry/sector changes. As such, much has been written about the movement away from a shareholder economy toward a stakeholder economy, and the need to “build back better” as part of COVID-19 economic renewal packages.

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.”

On March 4, 2021, the US Securities and Exchange Commission (SEC) announced the creation of a Climate and ESG Task Force in the Division of Enforcement. According to the SEC, the Task Force will develop initiatives to proactively identify ESG-related misconduct in the form of gaps or misstatements of issuer disclosure by means of the Division’s resources, including the collection of tips and whistleblower complaints and the use of data mining and analysis. The Division of Enforcement’s new Climate and ESG Task Force will use data analysis to mine and evaluate registrant information for possible violations.

The focus on culture has become more acute during the COVID-19 pandemic, as investors and consumers observe and judge companies based on their navigation of the crisis, particularly treatment of employees and wider societal stakeholders. In our view, the global regulatory direction of travel is clear. Companies and investors planning an exit must consider the impact that poor corporate culture may have on their potential to achieve an exit, in particular an IPO, and to prosper as a company in the longer term.

Companies defined as “foreign private issuers” enjoy a number of important advantages under special SEC rules and accommodations.

In passing the Ban on Non-Compete Agreements Amendment Act of 2020, Washington, D.C., joins California and a handful of other states in prohibiting virtually all non-competes.

Under the new stimulus law, employers must make available temporary COBRA premium subsidies and special COBRA enrollment rights to eligible individuals. Employers are entitled to a refundable payroll tax credit for the amount of the subsidies.

Despite concerns early in 2020 that the pandemic would impact the growth of environmental, social, and governance (ESG) initiatives, the opposite proved to be the case with political and investor momentum aligning and ESG initiatives surging in the climate of “building back better”. This growth will likely accelerate in 2021, particularly as leading economies and financial centres in the US, China, the EU, and the UK make political and legislative commitments focused on ESG and investors double down on their ESG demands.

This second instalment of Latham’s annual 10 Things to Look Out For blog post highlights ESG-related developments and trends to anticipate in 2021.

Corporations that offer incentive stock options (ISOs) or maintain a tax-qualified employee stock purchase plan (ESPP) have an obligation to file returns with the Internal Revenue Service (IRS) and to deliver information statements to employees and former employees regarding the acquisition of shares under such arrangements. These filing obligations are intended to provide employees and former employees with sufficient information to enable them to calculate their tax obligations.

Special Purpose Acquisition Companies (SPACs) have been gaining traction during the past 18 months, although more recently they have come under the spotlight for more negative reasons. Following high-profile litigation associated with certain de-SPAC deals and statements from the Securities and Exchange Commission (SEC), many investors are now starting to question SPACs as an investment vehicle of choice.

This is a cheat sheet for Schedule 13G Annual Filings.

In this resource, in-house counsel can keep look up and keep track of their filing status with this handy reference guide.