Reynolds Holding

APRIL 24, 2023

On April 3, 2023, the Consumer Financial Protection Bureau (“CFPB”) issued a policy statement regarding what constitutes an “abusive” act or practice (the “Policy Statement”). [1] Nevertheless, the Policy Statement will be published in the Federal Register, and comments may be submitted until July 3, 2023. [5]

Banking 45

Banking Marketability 45

Reynolds Holding

DECEMBER 17, 2023

This test has been reaffirmed by the Supreme Court numerous times—the Court cited Howey as recently as 2019. Today [December 15], the Commission denied a Petition for Rulemaking [1] filed on behalf of Coinbase Global, Inc. I was pleased to support the Commission’s decision for three reasons.

Marketability 45

Marketability Compliance Technology Finance 45

Reynolds Holding

FEBRUARY 15, 2024

There has been much recent buzz about AI, including in several Super Bowl ads on Sunday. [2] I think due to the economies of scale and network effects at play we’re bound to see the same develop with AI. [6] Such a development would promote both herding and network interconnectedness. To write something to a professor?

Finance 45

Finance Start-ups Marketability Technology 45

Appraiser Newsroom

JULY 9, 2023

Don’t miss these industry experts presenting our Business Valuation sessions* : Carla Nunes, CFA, ABV , is a Managing Director in the Office of Professional Practice of Kroll and a Kroll Institute Fellow. Nunes is a Practitioner Director in the Board of FMA International. In addition, Ms.

Intangible Assets 40

Intangible Assets Business Valuation Appraisal Finance 40

Appraiser Newsroom

JANUARY 31, 2023

ASA’s 2023 Personal Property Appraisal Symposium is set to take place April 30-May 2, 2023 at the Kimpton Canary Hotel in Santa Barbara, CA. Since 2004 Debra has been the executive director of the artist-endowed Sam Francis Foundation working with the legacy of the American abstract expressionist painter (1923–1994).

Appraisal 52

Appraisal Accounting Firms Fair Market Value Marketability 52

Reynolds Holding

OCTOBER 24, 2023

While we have not yet released our 2023 fiscal year-end numbers, I can give you a sneak preview: we had another incredibly productive year on behalf of the investing public. First, it requires you to educate yourselves about the law and external developments relevant to your business, particularly emerging and heightened risk areas.

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Compliance Accounting Firms Start-ups Marketability 40

Audit Board

NOVEMBER 20, 2022

Today, there are over 600 competing ESG reporting standards and frameworks, data providers, and ratings and rankings, according to a recent article published by the Harvard Law School Forum on Corporate Governance. This issue has been simmering during the 12 years since the SEC’s 2010 guidance on climate risk disclosures.

Corporate Finance 52

Corporate Finance Compliance Banking Finance 52

Reynolds Holding

AUGUST 6, 2023

On July 12, 2023, the Securities and Exchange Commission (the “SEC”) voted 3 to 2 (Commissioners Peirce and Uyeda dissenting) to adopt certain amendments to rules and forms under the Investment Company Act of 1940 (the “Investment Company Act”) intended to improve the resilience and transparency of money market funds (“MMFs”).

Marketability 40

Marketability Compliance Treasury Banking 40

Benzinga

JULY 25, 2023

July 25, 2023 (GLOBE NEWSWIRE) -- Banc of California, Inc. July 25, 2023 (GLOBE NEWSWIRE) -- Banc of California, Inc. Under the terms of the agreement, which was unanimously approved by the boards of directors of both companies, PacWest will merge into Banc of California, and Banc of California, N.A. and BEVERLY HILLS, Calif.,

Equity 40

Equity Banking Book Value Treasury 40

Reynolds Holding

JULY 18, 2023

In the beginning months of a more recent pandemic, when many 21 st century students were packing up their books and going home, there was a rollout of a new version of a generative artificial intelligence (AI) model, GPT-3. 4] A lot of the recent buzz has been about such generative AI models, particularly large language models.

Technology 40

Technology Finance Marketability Compliance 40

Reynolds Holding

OCTOBER 25, 2023

It does not blame regulatory tailoring for reduced supervisory intensity, except when SVB had assets between $50-$100 billion. Nor does it blame supervisory deficiencies on a less-assertive supervisory culture instituted by former Vice Chair for Supervision Quarles.

Banking 40

Banking Start-ups Venture Capital Fund Equity 40

Reynolds Holding

MAY 14, 2023

On May 1, 2023, the Delaware Court of Chancery addressed an unsettled question under Delaware law—whether a fully informed, uncoerced vote of disinterested stockholders (so-called “ Corwin cleansing” [1] ) can be applied to defeat claims to enjoin defensive measures under Unocal Corp. Mesa Petroleum Co. The case, In re Edgio, Inc.

Marketability 45

Marketability Equity 45

Reynolds Holding

OCTOBER 18, 2023

1] The Order resolves a longstanding investigation by the SEC into “greenwashing” allegations against Deutsche Bank AG’s asset-management arm, DWS Group (DWS), which we discussed in our September 20, 2021 Advisory. The order provides a roadmap of areas for compliance that the SEC may scrutinize in future ESG investigations.

Compliance 40

Compliance Banking Marketability Equity 40

Reynolds Holding

MAY 16, 2023

Other recent enforcement actions brought by the SEC without substantial Task Force involvement indicate a keen focus on matters like workplace harassment and discrimination, and related lapses in governance controls in place at companies–an ESG issue to be sure, whether addressed by the Task Force or otherwise.

Start-ups 45

Start-ups Compliance Finance Marketability 45

Reynolds Holding

JULY 26, 2023

12] Once the SEC can peer into how all public companies handle cybersecurity, the temptation to micromanage their operations will only grow. [13] 19] Harming Investors Although citing investor protection as its intent, [20] the Commission exhibits little concern for the costs its new rules will impose on investors.

Compliance 40

Compliance Corporate Finance Finance Marketability 40

Reynolds Holding

APRIL 3, 2024

As is customary, my remarks this morning are in my official capacity as Director of the Securities and Exchange Commission’s Division of Enforcement, and do not necessarily reflect the views of the Commission, the Commissioners, or other members of the staff. And that is precisely what we’d like to do today—speak to you directly.

Start-ups 45

Start-ups Marketability Compliance 45

Reynolds Holding

JULY 19, 2023

The Securities and Exchange Commission regulations on climate disclosure, first proposed in March 2022 and likely to be issued in final form in October 2023, [1] have drawn considerable controversy and face an uncertain fate in the inevitable litigation. [2] It went into effect in January 2023 and will be phased in over the next five years.

Marketability 75

Marketability 75

Reynolds Holding

JANUARY 22, 2024

Alan served as Director of the Division of Corporation Finance (“CorpFin”) from 1970 to 1976. When asked in an interview to name his greatest accomplishments as CorpFin director, Alan included former rule 146 but emphasized that the accomplishment belonged to a team and not him individually. [5]

Start-ups 45

Start-ups Marketability Price to Earnings Finance 45

Reynolds Holding

MAY 9, 2023

A low-cost alternative, if it materializes, may tempt smaller activists—perhaps including better-funded versions of the “issues” activists now plastering corporate boardrooms with various 14a-8 stockholder proposals—to nominate one or two directors to press their concerns in the boardroom. [1]

Dividends 45

Dividends Finance Equity Marketability 45

Reynolds Holding

APRIL 20, 2023

2] These developments have attracted broad criticism from academics and policymakers, with many seeking to curb share buybacks to reduce the risks of insider trading, market manipulation, the harm to long-term shareholder value, and other concerns. [3] Share buybacks have returned with a vengeance following the COVID-19 pandemic. [1]

Marketability 72

Marketability Equity 72

Reynolds Holding

OCTOBER 3, 2022

The undertakings in the Order reflect the SEC’s recently proposed, but not yet adopted, amendments to Rule 10b5-1, perhaps signaling the next steps of the SEC and best-practices of the industry moving forward. Cheetah Mobile is an application developer that earned up to one-third of its revenue from a single advertising partner. [10]

Compliance 45

Compliance 45

Reynolds Holding

NOVEMBER 9, 2023

I am pleased to be part of the 2023 conference on SEC Regulation Outside the United States to deliver the Fifth Annual Scott Friestad Memorial Lecture. This was about 18 months after Scott had been promoted to Associate Director in our Division of Enforcement. Good morning and thank you, Jim [Burns], for that introduction.

Marketability 53

Marketability Compliance Equity Technology 53

Reynolds Holding

JUNE 27, 2023

I would like to start by recognizing Darla Stuckey, who retired in April [2023] and held leadership roles at the Society for nearly fourteen years, including her last eight as President and CEO. Now, fast forward to the current proxy season in 2023 and many of you might be thinking how much simpler times were in 2015.

Corporate Finance 45

Corporate Finance Marketability Finance Start-ups 45

Reynolds Holding

JULY 26, 2022

As a result, one of my goals as Director is to help restore the public’s trust in our financial markets and institutions and to make clear that there is only one set of rules. The SEC also recently announced the allocation of 20 additional positions to our Crypto Assets and Cyber Unit. [6] ENFORCEMENT PRIORITIES.

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Compliance Marketability Technology Banking 45

M&A Leadership Council

JUNE 22, 2023

In one recent client engagement, the client had several highly experienced due diligence teams, including engineering, procurement, and IT. Corporate development (or your organization’s designated deal lead, hereinafter referred to as “Corp Dev”) owns each transaction outright and completely. Let’s start with a necessary declaration.

Start-ups 52

Start-ups Finance Marketability 52

Reynolds Holding

FEBRUARY 1, 2023

Notwithstanding lower overall activity, 2022 witnessed a number of megadeal announcements, including Elon Musk’s $44 billion acquisition of Twitter, Broadcom’s $61 billion acquisition of VMware, Adobe’s $20 billion purchase of Figma, Prologis’s $26 billion acquisition of Duke Realty, Microsoft’s $68.7 M&A totaling over $1.5

Finance 45

Finance Equity Technology Banking 45

Reynolds Holding

APRIL 11, 2023

A public company’s certificate of incorporation generally grants the board of directors authority to issue “blank check” preferred stock up to the number authorized in the certificate of incorporation, on terms to be determined by the board. 20% Rule Nasdaq Rule 5635(d) and NYSE Rule 312.03(c) Nasdaq Rule 5640 and NYSE Rule 313.00

Dividends 45

Dividends Capital Structure Equity 45

Reynolds Holding

FEBRUARY 1, 2023

Director Levenson was the consummate public servant who left an enduring mark on the Division of Corporation Finance, and the Commission more generally. 8] Over the decades, the Commission developed several safe harbors from registration requirements that flow from the Securities Act, including Reg D. [9] Levenson Keynote Address.

Marketability 58

Marketability Corporate Finance Compliance Equity 58

Reynolds Holding

MARCH 27, 2023

Although the number of securities lawsuits filed this year remained steady compared to 2021, we have seen many notable developments in securities law. We examine developments in federal securities litigation involving special purpose acquisition companies. In particular, the Second Circuit in SEC v.

Technology 59

Technology Start-ups Compliance Finance 59

Benzinga

FEBRUARY 15, 2023

15, 2023 (GLOBE NEWSWIRE) -- Otonomo Technologies Ltd. That transaction is expected to close in the third quarter of 2023, subject to the satisfaction of customary closing conditions. HERZLIYA, Israel and SAN FRANCISCO, Feb. Fourth Quarter and Full Year 2022 Financial Results: Revenue for the fourth quarter 2022 was $2.1

Intangible Assets 40

Intangible Assets Compliance Technology Marketability 40

Reynolds Holding

APRIL 21, 2022

Financial institutions that are large accelerated filers could be required to begin capturing emissions information (other than Scope 3 emissions) as early as January 2023 and Scope 3 emissions metrics as early as January 2024. The public comment period ends on May 20, 2022. BACKGROUND.

Finance 45

Finance Banking Compliance Equity 45

Reynolds Holding

SEPTEMBER 11, 2023

On August 23, 2023, the U.S. Securities and Exchange Commission (“ SEC ”) adopted new rules under the Investment Advisers Act of 1940 (the “ Advisers Act ”) that will significantly impact private fund advisers (the “ Final Rules ”).

Compliance 40

Compliance Marketability Start-ups Banking 40

Reynolds Holding

NOVEMBER 7, 2023

That includes communicating why an AI solution was chosen, how it was designed and developed, on what grounds it was deployed, how it’s monitored and updated, and the conditions under which it may be retired. Machine learning and natural language processing, for example, use AI. That requires plain language understandable by people.

Banking 116

Banking Technology Finance Marketability 116

Reynolds Holding

JULY 27, 2022

I would like to address three topics: first, I will touch on three areas of particular interest to our Division; second, I’ll mention two specific developments confronting the investment management industry in the coming months; and, third, I’ll focus on one of our largest projects and a topic of recurring interest, money market funds. * * *.

Banking 45

Banking Marketability Finance Corporate Finance 45

Reynolds Holding

JULY 29, 2022

3] In SLB 14L, the Staff rescinded Staff guidance and reversed no-action decisions published during the tenure of former Division Director Bill Hinman, [4] upending the Staff’s recent approach to the application of the economic relevance exclusion in Rule 14a-8(i)(5) and the ordinary business and micromanagement exclusions in Rule 14a-8(i)(7).

Equity 98

Equity Dividends Banking Finance 98