The spring of 2021 was full of optimism with vaccination rates increasing, infection rates decreasing, and normalcy returning to the lives of many people. This spring has been rather quiet from an SEC rulemaking perspective after the flurry of rulemaking during the winter, but companies should view this period as the quiet before the storm. With the appointment of Chair Gensler in April 2021, the SEC is posed to be moving into a busy rulemaking period this fall. We describe in several articles in this newsletter the priorities that Chair Gensler and the Democrat appointed Commissioners are pursuing. Chair Gensler has begun to reverse many of the deregulatory initiatives previously implemented by Chair Clayton and the Republican appointed Commissioners. The pendulum that swings at the SEC between investor protection and facilitating the growth of capital markets is swinging back in favor of investor protection under the new Chair. Chair Gensler and the other Democratic Commissioners are also focused on the Biden administration’s policy priorities of climate change, diversity, and political spending, which will be the focus of new ESG and political spending disclosure requirements expected to be announced by the SEC this fall. We will be tracking this rulemaking closely and apprising you of its progress.
In May, we welcomed Thomas Tierney to our Securities and Capital Markets team. Tom previously worked in the Corporate group at HSE and we are excited to have him join our growing practice. I hope to introduce you to additional team members in the months ahead as the trust you have placed in us has led our Securities and Capital Markets group to grow by leaps and bounds. We appreciate the opportunity you provide us to serve your legal needs and look forward to helping you navigate the changing SEC regulatory environment.
Practice Group Leader, Securities and Capital Markets Group
SAVE THE DATE
Financial Reporting and Financial Control Considerations When Raising Capital
Session IV – September 22, 2021
The fourth session in our Accessing Capital Markets Webinar Series will focus on the financial reporting aspects of raising capital. We again will team up with Deloitte, Kei Advisors, and Maxim Group to discuss the critical role of financial reporting, internal control, and disclosure controls in raising capital in the public or private markets.
More details and registration information to follow. We hope you will join us!
In the News
As leaders in the legal and business communities, our attorneys regularly provide thought leadership to inform the public on a variety of relevant topics. Over the past quarter our Securities and Capital Markets team was featured in media outlets and at an event listed below:
- Bitcoin Has Wiped Out All 2021 Gains, Experts Weigh in on Where It’s Headed
- After China causes bitcoin to crater, threat of new U.S. regulations loom over crypto market, experts say
- Andrew Yang Says He’ll Make NYC a Crypto Hub. Does That Make Sense?
- Mysterious Filings Suggest Impostor Is Using Grayscale’s Name to Pump Obscure Coins
- Harter Secrest & Emery Helps Maxim Group Close $8 Million Offering
- Harter Secrest & Emery Welcomes Four New Attorneys
- Harter Secrest & Emery Advises Maxim Group LLC on Upsized $14.4 Million Uplist Offering
Accessing Capital Markets Webinar – Session III
In June, we hosted the third session in our Accessing Capital Markets Webinar series with Deloitte, Kei Advisors, and Maxim Group where we discussed corporate governance best practices and common pitfalls to avoid when raising capital in the public or private markets. We explored how environmental, social, and governance disclosures can attract investment, the importance of scaling up internal operations to support raising capital, problematic capital structures that make it a challenge to raise capital, how to handle conflicts of interest or related party transactions when raising capital, and more. Listen to a recording of the webinar by clicking here.
We regularly provide insight on a range of important securities and regulatory developments through our LEGALcurrents. Below are links to some of our recent articles.
- SEC Priorities Under Chairman Gensler
- SPACs are Dead! Long Live SPACs!
- SEC Approves Amendments to NYSE Rules to Permanently Relax Some Stockholder Approval Requirements
Gensler On Crypto: He’s Just Not That Into You
This article discusses the SEC’s recently released regulatory agenda and the lack of focus on any efforts related to crypto, which given the intense speculation and build up to Chair Gensler’s appointment due to his interest and familiarity with blockchain, feels a little like getting the cold-shoulder from Gensler. We also review enforcement actions taken so far this year by the SEC to try to decipher what’s in store for the SEC-crypto relationship (hint: more enforcement) in the near future. Please click here to view.
Executive Compensation Forum
SEC to Consider Changes to 10b5-1 Plan Requirements
by Christopher M. Potash
At an event in June, SEC Chair Gensler announced that the SEC is considering revising the rules governing 10b5-1 Plans, which provide executives, directors, and other insiders an affirmative defense against allegations of insider trading. This article describes the possible changes to the rules and steps companies may want to take in anticipation of increased SEC action in this area. Please click here to view.
In this issue, we provide an overview of rights offerings as a method for public companies to raise capital. Read about pros, cons, and issues to consider before structuring this type of offering. Please click here to view.
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