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Showing 9 posts by Megan J. Penick.

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Crypto Wars Continue: The SEC Takes a Stand on Asset Classification

Cryptocurrency is a volatile investment, to say the least. But despite their unpredictable nature, Bitcoin (BTC), Ethereum, Dogecoin and the like are now widely owned and traded not only by individuals, but by private and public companies as well, all of whom see the clear value in this nascent asset class. That being said, when it comes to classification for reporting purposes, holders of crypto take a vastly different approach from the government—namely, the U.S. Securities and Exchange Commission. (Read More)

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Proxy Wars: Climate, Diversity Among Top Considerations for Institutional Investors

The securities professionals at Michelman & Robinson, LLP have identified certain policy items of importance to institutional shareholders going into 2022. These policies, flashing brightly on investor radar screens as they consider proxy statements soliciting votes, are set forth below.

In our estimation, public companies—those with significant blocks of institutional shareholders—that fail to pay heed to the guidelines discussed in this post may be unable to secure the proxy votes they need during proxy season and otherwise. As such, it is recommended that annual reports issued and the proxy statements filed by listed companies cover all of the following. (Read More)

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SPACs: Their Current Status and the Future of Regulation

Just last month, the special-purpose acquisition company craze that hit its stride in 2020 began to show signs of slowing down. According to Dow Jones Market Data, as of early October, a market selloff erased approximately $75 billion in value of companies that went public using SPACs since mid-February.

But that correction may be just a hiccup, as these so-called “blank check companies” look to be storming back as 2021 marches to a close. In fact, the number of new deals now being rushed to market by year end is exploding—this despite the issuance of strict accounting guidance on SPAC warrants issued by the Securities and Exchange Commission last spring. (Read More)

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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)