• On September 16, 2020, the Securities and Exchange Commission (“SEC”) adopted extensive amendments to Rule 15c2-11 (“Rule”)  under the Securities Exchange Act of 1934 (“Exchange Act”).   The Rule governs the publication of quotations for securities in the over-the-counter (“OTC”) market, which consists largely of smaller companies and retail investors.   Although the amended Rule becomes effective 60 days after publication in the Federal Register, compliance with the new provisions is not required until 9 months after the publication date to allow market participants and investors to adjust to the new OTC world.

  • Our California Client Alert examines “The Pandemic - Legal Defenses to Contractual Nonperformance Under California Law.”

  • United States Senate Acts to Address Concerns About Audit Integrity of Foreign Issuers Trading on United States Markets – With a Focus on Chinese Companies.

  • Our Client Alert looks at potential legal defenses under New York State law to nonperformance of contractual obligations that might occur due to the coronavirus pandemic.

  • On April 9, the Securities and Exchange Commission acted on its proposal published in 2016 and adopted rules that are designed to simplify the scope of “covered clearing agency” in Rule 17Ad-22(a) under the Securities Exchange Act of 1934.

  • Our lawyers summarize practice-by-practice legal and regulatory developments for clients in the new environment.

  • Corporate charter provisions that require shareholders to bring 1933 Act lawsuits in federal court are facially valid, the Delaware Supreme Court has held. See Salzberg v. Sciabacucchi, No. 346, 2019, ___ A.3d ___, 2020 WL 1280785 (Del. Mar. 18, 2020) (“Blue Apron”). The unanimous, en Banc March 18 opinion paves the way for Delaware corporations to adopt those provisions in their charters or by-laws. If widely adopted, those provisions could slow or reverse the trend of 1933 Act lawsuits’ being filed in state court, a trend that has accelerated since the U.S. Supreme Court confirmed in 2018 that investors could file such lawsuits in federal or state court. Given Delaware’s influence in corporate law, Blue Apron’s impact will likely be felt beyond Delaware, including by international companies with subsidiaries incorporated in the U.S. or considering incorporating subsidiaries in the U.S.