KMK Law Corporate & Securities Blog

On July 1, 2016, the Securities and Exchange Commission (“SEC”) approved changes to Nasdaq Listing Rules 5250 and 5615 requiring Nasdaq-listed companies to publicly disclose compensation or other arrangements by third parties to directors or nominees for director. The new requirements take effect July 31, 2016.

On June 1, 2016, the Securities and Exchange Commission published an interim final amendment to implement Section 72001 of the Fixing America’s Surface Transportation Act (the “FAST Act”), permitting an issuer to submit a summary page on Form 10-K filings. The amendment adds new Item 16, which expressly allows an issuer, at its option, to include a summary in its Form 10-K filings, provided that each item on the summary page must include cross-references to related, more detailed information disclosed in the issuer’s Form 10-K.   

On May 3, 2016, the Securities and Exchange Commission (“SEC”) adopted final amendments to implement certain sections of the Jumpstart Our Business Startups Act (“JOBS Act”) and certain securities regulation provisions of the Fixing America’s Surface Transportation Act (“FAST Act”). The amendments were adopted substantially as proposed in December 2014 (summarized in our prior blog post, here). The amendments revise SEC rules to reflect the new, higher thresholds for registration, termination of registration and suspension of reporting that were included in the JOBS Act and the FAST Act. SEC Chair, Mary Jo White, announced in a press release that, “With the adoption of these amendments, the Commission has completed all of the rulemaking mandates under the JOBS Act.” 

This post is a follow-up to January’s cybersecurity post discussing the cybersecurity considerations in performing due diligence in M&A transactions. The previous discussion can be found here. This post addresses two contractual provisions, the closing conditions and indemnification, which, if properly utilized, can protect acquiring companies from taking on too much cybersecurity risk in M&A transactions.

On December 4, 2015 President Obama signed into law the Fixing America’s Surface Transportation Act (the “FAST Act”) which, despite its name, includes a number of provisions designed to facilitate capital formation and modernize and simplify certain disclosure obligations under federal securities laws. The changes were effective immediately. 

A new tool to raise capital is now available for small business and startup owners who may have previously believed that raising funds through selling an interest in their business to be too cumbersome or expensive.