Akin Gump corporate partner Lisa Peterson has been published by peHUB. In her aticle titled, “Co-Investments: protecting your investment,” she provides an overview of the two typical basic co-investment structures and their terms and considerations.
Akin Gump has issued an alert detailing the pilot program that CFIUS announced which expands jurisdiction and imposes mandatory reporting on certain industries.
Akin Gump has issued an alert on the Delaware Court of Chancery’s decision that a buyer has the contractual right to terminate a merger based on a sudden and sustained decline in the seller’s business. The Delaware Court has made clear the decision was driven by facts, not legal innovation and that the decision provides guidance to both litigators and dealmakers for negotiation and interpretation of so-called “material adverse effect” clauses.
President Trump has reached an agreement with the governments of Canada and Mexico to modernize and revise the North American Free Trade Agreement (NAFTA).
The U.S. Securities and Exchange Commission (SEC) recently published in the Federal Register its July 24, 2018 proposed amendments to the Regulation S-X financial disclosure requirements for guaranteed and secured debt securities in registered offerings, SEC Release No. 33-10526. The proposal developed from the SEC’s Disclosure Effectiveness Initiative and is intended to reduce the costs and burdens of conducting guaranteed or secured debt offerings, thereby reducing the cost of capital and improving investor protection in public registered bond offerings.
If adopted, the proposed changes would amend Rules 3-10 and 3-16 of Regulation S-X and relocate part of Rule 3-10 and all of Rule 3-16 to new Rules 13-01 and 13-02. Comments on the proposed rules should be submitted to the SEC by December 3, 2018. In addition, issuers and their advisors will want to consider the proposed amendments when preparing debt provisions in bond indentures for new guaranteed or secured debt securities, including provisions that have historically been designed to avoid triggering the existing requirements.
On September 25, 2018, the staff of the Division of Corporation Finance (the SEC Staff) of the Securities and Exchange Commission (SEC) released Compliance and Disclosure Interpretation 105.09 (C&DI 105.09), which clarifies the effectiveness of the SEC’s Final Rule, “Disclosure Update and Simplification” (the Disclosure Simplification Rules). The Disclosure Simplification Rules, which the SEC adopted on August 17, 2018, are intended to simplify disclosure for companies by eliminating certain redundant, duplicative, overlapping, outdated or superseded disclosure requirements. Among other changes, the Disclosure Simplification Rules added a requirement that quarterly reports on Form 10-Q include information regarding changes in shareholders’ equity and the amount of dividends per share for each class of shares. Disclosure of this information is already required in annual reports on Form 10-K.
Akin Gump has issued an alert detailing key amendments to the California Consumer Privacy Act (CCPA), passed by the California Legislature at the end of August and signed into law this week by Governor Brown.
Akin Gump has issued an alert highlighting court rulings, SEC statements and other regulations and requirements involving cryptocurrency that have been issued and developed in 2018.
Click here to read the full alert.