Insights
IRS Proposal Would Tie Tax-Exempt Status to Expanded Racial Nondiscrimination Policies in Private Schools
SEC and CFTC Further Extend Compliance Date for the 2024 Form PF Amendments
The Growth Rocketship: Hercules Backs Tech, Life Sciences
Resource
The Latham US IPO Guide
An insider's guide to the IPO process in the United States.
Latham in Focus Video Series
The Book of Jargon Series – Word of the Day®
The Book of Jargon® is a series of practice area and industry-specific glossaries published by Latham & Watkins.
Governance
the “G” in ESG. Governance is the structure that directs how a company is controlled. It is typically outlined in bylaws, stock ownership guidelines, articles of incorporation, and committee charters. Governance rules, processes, and systems set forth transparent outlines to organize a company’s day-to-day management and disclose to investors how the company will achieve its goals.
Quiet Period
in a registered Securities offering, the Prefiling Period for the Issuer is a Quiet Period—so called because the Issuer must be very careful not to make any oral or written offers prior to filing the Registration Statement. Consequences of being “loud” during the Quiet Period include a cooling off period and a substantial delay in the deal timeline. See Prefiling Period and Gun Jumping.
Prudency Review
a formal process to determine whether a utility may pass along (or Rate Base) costs to customers. In order for this to happen, the PSC has to conclude that the utility acted prudently and reasonably in incurring the costs.
Amend and Pretend
slang for entering into an amendment or Waiver of Defaults rather than fixing more fundamental problems with a Capital Structure. The amendment or Waiver is completed and everyone then pretends everything is OK.
Item 10
shorthand for Item 10 of Regulation S-K, which imposes additional disclosure requirements and restrictions when a non-GAAP financial measure is included in certain formal SEC filings. See also Regulation G.
In each episode of Connected With Latham, we discuss ideas, developments, and trends shaping the global economy.
IRS Proposal Would Tie Tax-Exempt Status to Expanded Racial Nondiscrimination Policies in Private Schools
The proposal would expand the conditions for maintaining Section 501(c)(3) status and eliminate existing exceptions for certain race-conscious programs.
SEC Proposes Tailored Exemptions for Cryptoasset Offerings
The Proposal would establish two offering exemptions, a conditional safe harbor for investment contracts and broad preemption of state securities laws registration and qualification requirements.
No Privilege for Funder Diligence: The English Commercial Court Differentiates Between Funding Litigation and Conducting It
The English Commercial Court judgment in White v. Uber London Ltd underlines the distinction between funding litigation and conducting litigation, highlighting the disclosure risks arising from investigatory materials created in connection with prospective litigation.
Cryptoasset Lending in the Gaps: MiCA, ESMA Q&A 2883, and the Regulatory Future of Cryptoasset Lending
Recent developments signal that the regulatory treatment of cryptoasset lending may be shifting.
Crypto Vaults: US Regulatory Considerations
Crypto vaults are drawing regulatory attention, with a recent statement by SEC Commissioner Hester Peirce addressing the application of federal securities laws to these structures.
FCA Confirms Changes to UK MiFID Transaction Reporting Regime
The changes will reduce the scope and lessen the long-term compliance burden for firms, albeit with a short-term cost.
European Commission Publishes EU ETS Review, Proposing Significant Reforms
The proposed changes to the carbon pricing policy intend to balance industrial competitiveness with climate goals.
EU Methane Regulation: European Commission Recommends Delaying Penalties
New recommendations clarify compliance solutions for import requirements and propose a suspension of penalties for three years.