Image credit: Lareina Giles

Regulation Fair Disclosure is a U.S. Securities and Exchange Commission (SEC) rule. It prohibits companies from selectively disclosing material non-public information (MNPI) to investment professionals or key shareholders. Sometimes as simply Reg FD, the rule states that companies cannot selectively share MNPI with certain individuals covered by Regulation FD unless the also share that information with the public.

The objective of the regulation is to promote full and fair disclosure of information by issuers. The purpose of Regulation FD is to level the playing field between individual investors and market professionals. …


On December 31, 2020, the Trump administration announced in an executive order concerning the New York Stock Exchange (NYSE). The order states that the NYSE would be delisting three foreign companies that are Chinese telecom giants. This move came in the wake of ongoing tension between the U.S. and China over national security concerns. Just a month earlier, the Trump administration issued an executive order prohibiting Americans from investing in 35 Chinese companies. In January 2021, the Trump administration went even further by suggesting that they might prohibit Americans from investing in Alibaba and Tencent, China’s two largest publicly-listed companies.

The explanation provided for these decisions was that American investments in Chinese companies are strengthening China’s military, intelligence, and security services. The U.S. government says China Mobile Ltd., China Telecom Corp., and China Unicom Hong Kong Ltd. …


The total value of U.S. retail deals last year reached $36 billion — roughly three times the $13.9 billion of in 2019. This was despite the pandemic, or perhaps in part because of it

This growth came after year-over-year declines in both 2018 and 2019. This information comes from the M&A insights tool Mergermarket, a product of financial news and data company Acuris. …


Image credit: Suhail Haque

The record IPO surge in the second half of 2020 looks set to extend well into 2021. The IPO euphoria, particularly with respect to tech companies, has defied expectations. Utah-based Qualtrics is a customer-relationship management software company. It has entered the arena with its announcement of an IPO it plans for early 2021. Valued at an estimated $14 billion, it would be the largest IPO in Utah history.

German software giant SAP acquired Qualtrics in 2018 for $8 billion. Just two years later, SAP is spinning off Qualtrics. The estimated IPO valuation of around $14 billion is nearly twice the price SAP paid for Qualtrics a mere two years ago. Christian Klein, SAP’s Chief Executive Officer, believes the move will allow Qualtrics to pursue more diverse business opportunities. SAP is well-positioned to reap significant profits from the public debut of Qualtrics. SAP will remain the majority shareholder after the software platform goes public, holding all of the company’s Class B stock. The dual-class share structure entitles Class B shareholders to 10 votes per share, while the Class A stock held by the rest of the shareholders only provides one vote per share. …


NYDIG is a financial services firm that trades in Bitcoin. The firm announced this week that it has acquired crypto data firm Digital Assets Data. The acquisition is part of its grand initiative to expand its platform. NYDIG says that the acquisition adds to its “best-in-class platform for institutions, hedge funds, high net worth investors, and banks looking to unlock the full potential of Bitcoin as an asset class.”

Although it’s less well known than its rivals, Coinbase or Kraken, NYDIG has more than $4 billion in assets under management and operates a business that spans prime brokerage, corporate treasury, and custody services. …


A wave a large deals in the last few weeks of 2020 drove global mergers and acquisitions to the $3.6tn mark in 2020. It’s an impressive rebound of M&A activity in the second half of the year.

Financial Times reports that the 2020 total value of M&A transactions is down roughly 5% from 2019. Nonetheless, this is a dramatic recovery from the first half of the year when the spread of COVID-19 brought deal-making to a stop.

Companies inked more than $2.3tn worth of global mergers and acquisitions since the beginning of July, which is an increase of 88% from the first half, according to Refinitiv. Activity in each of the third and fourth quarters of 2020 was more than $1tn. …


Tyco Fire Products is a company known for manufacturing and testing firefighting foam containing “forever chemicals.” Recently, it settled with hundreds of homeowners over contamination found in private drinking wells, specifically Perfluorooctanoic acid (PFAS, which is also known as “C8.”). The company agreed to settle a class-action lawsuit with 271 class members for $17.5 million. Paul Napoli, an attorney with Napoli Shkolnik Law Firm, announced the settlement.

The class action also named Chemguard, Inc. and ChemDesign, Inc. as defendants. The The Milwaukee Journal Sentinel reported on the case.

Chemguard’s fire suppression product line includes foam concentrates; firefighting hardware; and engineered foam systems for industrial, military, municipal, offshore, petrochemical/energy, transportation/freight, and airport hangar applications. ChemDesign’s testing and processing sites are located in Wisconsin. The company has multiple production suites. Johnson Controls Fire Suppression Products, formerly Tyco Fire Protection Products, manufactures and delivers a range of fire suppression systems. These products include extinguishing agents, sprinkler systems, valves, piping products, fittings and fire-fighting equipment. The company says that it also provides services that help their customers save lives and protect property. …


The lack of gender and racial diversity at the highest levels of corporate America has long been an issue. A recent board diversity survey of 3,000 of the largest publicly traded companies yielded disappointing findings. The survey revealed that women make up a mere 21% of corporate board seats and racial minorities only 12.5%.

Nasdaq is one of the largest stock exchanges in the U.S. It recently added a new rule that is one step forward in making corporate boards more diverse. It remains subject to approval by the U.S. …


The New Mexico Supreme Court recently heard oral arguments on whether businesses can sue the state for compensation due to COVID-19 closures. The Court has not yet made a decision.

This case was the third lawsuit on its kind in the New Mexico Supreme Court. Businesses sued the governor over her public health orders. In previous cases, the Court held in favor of the Governor’s Office.

Throughout the COVID-19 pandemic, New Mexico businesses experienced a number of shutdowns and re-openings. A number of businesses contend that they deserve compensation from the state for lost revenue.

“The right to have property and not have it taken by the government without providing just compensation is fundamental liberty recognized in our bill of rights,” said Blair Dunn, an attorney representing the parities of interest. …


Mergers and acquisitions north of the border dropped to a nine-year low in 2020 as the pandemic stopped many Canadian companies’ strategies for growth. However, investors anticipate an uptick in deal-making in the fourth quarter will revive activity in the new year.

With the administration of COVID-19 vaccines around Canada in 2021, observers expect public confidence in an economic recovery to improve. This confidence will drive more deal-making, bankers believe. Market stability and continued access to capital led to a resurgence in deals in the second half of 2020. Observers expect the trend to continue.

Companies announced only some $158.7 billion worth of M&A deals in 2020, making it the slowest year since 2011. In 2019, there was $234 billion worth of M&A deals, according to data from Refinitiv. …

About

Carpenter Wellington PLLC

Ryan Carpenter serves as Attorney and Managing Director of Carpenter Wellington. Ryan advises clients across a broad set of corporate and commercial matters.

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