Welcome to our inaugural Securities and Capital Markets Newsletter. Since I am the longest standing member of the group (read: old guy who can remember when the firm had one fax machine and when we manually filed our SEC reports with a certified check), I have been asked to give a few thoughts on our group and our desire to be one of your valued resources.
We are all experiencing unprecedented times. The markets remain in turmoil. I’m the son of parents who grew up through the depression and World War II. In my career, I’ve seen the dotcom boom and bust, 9/11, and the financial crisis. Rebounding from all of these had one central tenet: creative Americans with an entrepreneurial spirit coupled with the strongest access to capital anywhere in the world. While we fear this crisis may surpass many of its predecessor crises combined, I have no doubt our resolve to recover from this crisis will be no different.
Dan Kinel, Alex McClean, and I really only have two jobs. One is to attract and keep outstanding lawyers who keep our clients happy. That has come with varying degrees of difficulty but I think you will see after reading our newsletter, we have some pretty amazing and talented people ready at all hours to help you as you navigate the regulatory environment of the world’s greatest capital markets.
The other is to make sure you have access to this team of stars. Dan, Alex and I know (and we hope you will agree) that the right players will make almost any team look great. We here at Harter Secrest and Emery subscribe to the philosophy of Ogilvy and Mather’s founding genius David Ogilvy: If each of us hires people who are bigger than us, we will become a company of giants!” We hope you enjoy this newsletter as part of a reflection of the giants we have in our practice.
Please know that we are here for you to assist your company and management team as you work your way through this crisis. In the meantime, stay safe and healthy.
HSE COVID-19 Resources
As the implications of COVID-19 continue to evolve, we stand committed to providing insight from across the firm to help you respond to any legal and business issues that may arise during these uncertain times.
To help, the firm has increased the amount of thought leadership on a range of COVID-19-related topics through articles, legal alerts, and webinars. The firm has created a COVID-19 web page that is regularly updated with the latest information on a variety of legal topics including labor and employment, healthcare, tax, legislative, regulatory, immigration, construction, privacy and data security, and more.
- SEC Guidance and Relief Related to COVID-19
- SEC Releases Guidance on COVID-19 Issues Associated with Annual Meetings of Stockholders
- The Latest on the Impact of the COVID-19 Pandemic on the New York State Legislative Session
- Force Majeure Clauses
- Families First Coronavirus Response Act
- Guidance for Employers on Responding to the COVID-19 Pandemic
- Managing Privacy and Data Security Risk During the COVID-19 Pandemic
- Travel Restriction Implications for Foreign Nationals
- COVID-19 Guidance for the Construction and Design Industries
- Relief for Notarizations
- SBA Low-Interest Loans
This COVID-19 page also includes information on upcoming webinars and links to multiple on-demand webinars, and a list of the firms’ COVID-19 Task Force members. These attorneys represent diverse legal practice areas and industries and have particular knowledge of the potential legal issues related to the COVID-19 crisis.
Please check the website often for the latest articles and information regarding the pandemic. We encourage you to use the resources provided and to contact us directly if we can provide you with any assistance.
Upcoming Virtual Event
Jim Jenkins will be moderating a virtual panel discussion as part of the Planet MicroCap Showcase 2020 scheduled from April 21-23, 2020. The Planet MicroCap Showcase brings together C level executives, MicroCap investors, financial professionals, and industry leaders for three days of presentations, one-on-one meetings, and networking. Originally planned as a live event in Las Vegas, this event is now being presented virtually through the Planet MicroCap Showcase website. Jim will be joined by Lynne Bolduc (Fitzgerald Yap Kreditor LLP), Lou Bevilacqua (Bevilacqua PLLC), and Laura Anthony (Anthony L.G., PLLC) to discuss COVID-19: Legal Ramifications for Small Companies. The panel will run on April 21 at 9:30 EDT.
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.
- New SEC Guidance Encourages Disclosure of Risks to Intellectual Property and Technology Assets for Companies with International Business Operations
- Preparing for the 2020 Proxy Season
- SEC Proposes Further Amendments to MD&A Disclosure
- SEC Amends Financial Disclosure Requirements for Debt Offerings
- SEC Proposes Rule to Amend Exempt Offering Framework
- SEC Amends Definitions of Accelerated and Large Accelerated Filers
- SEC Charges “Toxic” Lender
Token Takedown by Sarah H. Brennan
The article explores the policy implications of applying existing securities laws to tokens. Using AirFox as a case study, the article walks through their attempts to comply with the undertakings in their consent order with the SEC, particularly the requirement that they register AirTokens as equity securities and examines the resultant disclosures against the legislative intent of the law. Please click here to view.
Private Investment in Public Equity (PIPE)
In this issue, we provide a brief overview of a Private Investment in Public Equity, or PIPE. We cover how they work, the pros and cons of this type of transaction, and key considerations when structuring a PIPE. Please click here to view.
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