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Paul Zimmerman
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Showing 6 posts by Megan J. Penick.

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Nasdaq’s New Board Diversity Rule

Late last week (August 6), the SEC approved Nasdaq’s Board Diversity Rule (the Rule), which aims to diversify the boards of directors for Nasdaq-listed companies. By way of the Rule, Nasdaq-listed companies will be required to have at least two diverse directors, one who self-identifies as female and one who self-identifies as an underrepresented minority (read: Black or African American; Hispanic or Latinx; Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander; or two or more races or ethnicities ) or LGTBQ+. (Read More)

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NFTs Are All the Rage. They May Also Raise Some Legal Red Flags

Three Considerations When Buying or Selling Non-Fungible Tokens

Got some spare cash burning a hole in your pocket? Then perhaps you’d like to get in on the NFT craze. Now’s your chance to own a bit of history or, at the very least, a collectible cryptocurrency token that’s one of a kind (well, in a way). (Read More)

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Corporate Risk Disclosures in the Wake of the 2020 Election

With the recent changing of the guard in Washington, D.C., and coinciding with annual reporting and proxy season, comes the need for public companies across industries to reassess their risk disclosures—whether included in their registration statements for selling securities or SEC periodic reporting requirements. (Read More)

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SEC Approves Amendments to Nasdaq and NYSE Continued Listing Requirements Due to the COVID-19 Pandemic

To be listed on Nasdaq or the New York Stock Exchange, publicly traded companies are required to meet certain minimum listing criteria. For example, both exchanges compel listed companies to maintain “Continued Listing Standards,” such as minimum bid and market capitalization requirements. (Read More)

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SEC Announces Temporary Regulatory Relief for Market Participants Affected by Coronavirus

In a press release distributed late last week, the United States Securities and Exchange Commission announced that it will be providing additional temporary regulatory assistance to market participants affected by the novel coronavirus (COVID-19). The relief covers three specific spheres: (1) parties needing to gain access to make filings on the EDGAR system; (2) company filing obligations under Regulation A and Regulation Crowdfunding; and (3) a filing requirement for municipal advisors.

The SEC notes that its staff will continue to closely track developments and, if appropriate, consider additional relief from other regulatory requirements for those affected by the pandemic. In the meantime, Michelman & Robinson breaks down the agency’s latest moves in Q&A format. (Read More)

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SEC Relaxes Federal Proxy Rules for Annual Meetings

The Securities and Exchange Commission recently issued an order granting certain companies relief from complying with some federal proxy rules for annual meetings in light of health, transportation and other logistical issues raised by the spread of COVID-19.

Under Section 12 of the Exchange Act of 1934, as amended, when issuers solicit proxies from their shareholders, they are required to follow the proxy rules, including delivery of proxy materials (e.g., proxy statements and proxy cards). The SEC’s order allows all issuers to change the date, time and location of their annual meetings without having to strictly comply with applicable delivery requirements. (Read More)