Quick Hitters

• On December 15, 2021, the SEC (i) proposed amendments to address “potentially abusive practices” by corporate insiders related to 10b5-1 trading arrangements, grants of options and other similar equity instruments, and gifts of securities and (ii) proposed amendments to update disclosure requirements associated with stock purchases by issuers as a result of similar concerns regarding misuse of material nonpublic information.  For more information, please see our more fulsome Alert here.
   
• On December 13, 2021, the SEC announced that it will once again “respond to each shareholder proposal no-action request with a written letter, similar to those issued in prior years.  Our response letters will be posted publicly on the Division’s website in a timely manner.  We will no longer communicate our responses via a chart, but we expect to publish a chart upon completion of the proxy season.”
   
• Effective January 1, 2022, Nasdaq is increasing its annual listing fees.  The updated fee schedule (included on page 3) reflects an approximate 2.5% increase to the all-inclusive annual fee for all domestic and foreign companies with equity securities listed on the Nasdaq Global Select, Global and Capital Markets.
   
• The SEC recently launched its Capital Raising Navigator which is an interactive tool that is intended to assist small businesses understand the various regulatory requirements applicable to both public and private securities offerings.  The Capital Raising Navigator is especially useful because it utilizes a simple question-and-answer format to steer small businesses and other capital market participants to relevant resources that are presented in “plain English.”
   
• On December 7, 2021, the SEC issued a statement reminding market participants that the publication of the one-week and two-month USD and non-USD LIBOR maturities will cease immediately after December 31, 2021 and that all other USD LIBOR maturities will cease immediately after June 30, 2023.  The SEC recommended that public companies “provide qualitative disclosures and, when material, quantitative disclosures, such as the notional value of contracts referencing LIBOR and extending past December 31, 2021 or June 30, 2023, as applicable, to provide context for the status of the company’s transition efforts and the related risks.  To the extent that a company has or is taking steps to identify and assess LIBOR exposure and mitigate material risks or potential impacts of the transition, the company should consider providing investors insight into what the company has done, what steps remain, and the timeline for further efforts.  Banking regulators have provided guidance / guidance to their regulated entities encouraging those banks ‘to cease entering into new contracts that use USD LIBOR as a reference rate as soon as practicable and in any event by December 31, 2021.’  Companies subject to such supervisory guidance should consider providing detailed disclosure about their transition efforts and the impact of the efforts on the company, if material.”
   
• Led by the Securities Industry and Financial Markets Association, the Investment Company Institute and The Depository Trust & Clearing Corporation, an industry group comprised of  800+ subject matter advisors representing over 160 firms from buy- and sell-side firms, custodians, vendors, and clearinghouses issued this report to recommend a transition to a “T+1” settlement cycle for market transactions.
   
• Effective November 29, 2021, Nasdaq determined that it will observe Juneteenth National Independence Day as a holiday of the exchange going forward.  Similar to the NYSE, Nasdaq will observe the holiday on June 20, 2022 next year.
   

For more information regarding this Securities Flash, please contact:

• Gary Brown at (615) 664-5330 or gary.brown@nelsonmullins.com
• Wes Scott at (615) 664-5304 or wes.scott@nelsonmullins.com
• Troy Varrasse at (864) 373-2225 or troy.varrasse@nelsonmullins.com
   

About Nelson Mullins

Nelson Mullins has extensive experience representing public companies of all sizes across a variety of industries with respect to SEC and FDIC reporting requirements, stock exchange listing compliance, M&A, and corporate governance and general corporate matters.  Additionally, Nelson Mullins has extensive experience representing issuers, underwriters, selling shareholders, and private equity and venture capital firms in a wide range of securities offerings.  For more information, please visit the webpages of Nelson Mullin’s Public Company Compliance and Securities Offering teams.