Corporate & Securities Blog

Yesterday, the Ohio Senate introduced a Revised Ohio LLC Act which would amend and replace Chapter 1705 with Chapter 1706 of the Ohio Revised Code.  Ohio’s original LLC Act was adopted by the Ohio General Assembly in 1994.  This would represent the first comprehensive update to the statute since then.  The Bill is based on the American Bar Association’s Revised Prototype Limited Liability Company Act.  Among other advancements, if adopted, S.B. 276 would result in Ohio becoming the 17^th state to allow for Series LLC’s.

The full Ohio Revised Code can be found here.

It is important for companies to take into consideration the following when preparing annual reports and proxy statements in 2020.

On December 18, 2019, the SEC announced it voted to propose amendments to the definition of “accredited investor” to add new categories of individuals and entities.

On December 19, 2019, the SEC issued guidance regarding the process for applying for confidential treatment of information filed with the SEC. The guidance offers an alternative to the SEC’s rules issued in April 2019 under Regulation S-K Item 601(b) permitting companies to file redacted material contracts without applying for confidential treatment of the redacted information provided the redacted information (i) is not material and (ii) would be competitively harmful if publicly disclosed.

On December 19, 2019, the SEC issued guidance regarding considerations companies should take into account with respect to disclosing risks related to intellectual property and technology associated with international operations.

On December 11, 2019, in response to the SEC’s rejection of its initial primary direct listing proposal, the NYSE filed a revised rule change proposal that would allow issuers to sell newly issued primary shares in a direct listing. A direct listing refers to the listing of a privately held company’s stock for trading on a national stock exchange without conducting an underwritten offering, spin-off or transfer quotation from another regulated stock exchange. The proposal would delay, until 90 trading days after the direct listing, the requirement that an issuer have 400 round lot holders at the time of listing.

As we explained in our September 2019 Snapshot, on August 21, 2019, the SEC issued new guidance regarding the role of proxy advisors in the proxy voting process. We expect this guidance to play an important role in the upcoming 2020 proxy season, as the SEC further defines the voting obligations of registered investment advisors and seeks to promote greater accountability on the part of the proxy advisory firms. Read more here.

On November 5, 2019, the SEC proposed amendments to certain procedural requirements and resubmission thresholds under the shareholder proposal rule of Rule 14a-8.

On November 5, 2019, the SEC proposed amendments to its rules governing proxy solicitations to require proxy advisors to provide to their clients more extensive disclosure of material conflicts of interest.

On October 9, 2019, the Internal Revenue Service released the first new specific tax guidance regarding virtual currency since 2014 as part of its wider effort to educate taxpayers and enforce the tax laws in this rapidly changing area.  The new guidance, in the form of Revenue Ruling 2019-24 and a set of Frequently Asked Questions posted to its website, reiterates the Service’s position that virtual currency, including cryptocurrency such as Bitcoin, is property for federal income tax purposes.