BloombergGoogle Business Booms on Covid Reopening; Shares Soar to Record(Bloomberg) — Google’s results, showing a surge in ad sales related to travel and retail, offered a glimpse of online spending in a post-pandemic world: Businesses are boosting digital marketing to capture a public eager to resume something resembling normal life again.Google parent Alphabet Inc. said first-quarter revenue, excluding payments to distribution partners, came in at $45.6 billion, pummeling Wall Street estimates. The company also unveiled a big new share buyback, sending the stock up as much as 5.5% to an intraday record high of $2,416.98.Covid-19 restrictions have limited travel and trips to physical stores, two key areas of Google’s search business. However, Alphabet shares are up more than 30% this year on optimism vaccinations in the U.S. are reviving these activities. The company is also pushing further into e-commerce, but still lags behind rival Amazon.com Inc.While most major tech companies thrived during the pandemic, Alphabet’s performance was uneven. YouTube ad revenue boomed as people were stuck at home looking to relieve boredom by watching videos online. Google’s cloud-computing business also grew quickly on a spike in demand for internet-based services from remote workers. However, the online search engine dwarfs these other operations and it suffered from a slump in commercial queries for things like flights and hotels.Now, with more than 1 billion Covid-19 vaccine shots given, according to Bloomberg’s vaccine tracker, consumers have started to venture out to restaurants, shops and even vacation destinations — and they often interact with Google services and ads before they do.Ruth Porat, chief financial officer, said the results “reflect elevated consumer activity online and broad based growth in advertiser revenue.”During a conference call with analysts, Porat said it’s unclear how “durable” the recent change in consumer behavior will be, because it will depend on the global pace of the Covid-19 recovery.Barclays analysts said Alphabet’s search and Youtube segments saw a significant share shift from other advertising channels, dampening concerns about Google’s high penetration within the advertising market.The Alphabet board authorized the company to repurchase up to an additional $50 billion of its Class C capital stock. Chief Executive Officer Sundar Pichai is trying to expand beyond the advertising engine that generates most of Alphabet’s revenue, while contending with a regulatory backlash that includes three government antitrust suits targeting different parts of its business in the U.S. He’s also preparing to bring employees back to the office in September.Search and other related businesses generated sales of $31.9 billion in the first quarter. Wall Street estimated $29.9 billion.YouTube ad revenue surged 49% to $6 billion. Analysts were looking for $5.7 billion. YouTube Shorts, its competitor to TikTok, logged 6.5 billion daily views as of March, up from 3.5 billion at the end of 2020.The company’s cloud division, led by Thomas Kurian, is wooing corporations and other large customers in a bid to catch market leaders Amazon.com Inc. and Microsoft Corp. Google Cloud revenue jumped to $4 billion, in line with Wall Street expectations.Executives said the Google Play store, YouTube’s non-ad revenue and consumer hardware were the top drivers of growth in the “Google Other” category.Alphabet’s Other Bets, such as autonomous vehicles and delivery drones, generated revenue of $198 million. That division lost $1.15 billion.Alphabet overall generated $17.9 billion of net income, or $26.29 a share, in the most recent quarter, compared with $6.8 billion, or $9.87 a share, a year earlier.For more articles like this, please visit us at bloomberg.comSubscribe now to stay ahead with the most trusted business news source.©2021 Bloomberg L.P.

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MEMPHIS, Tenn., April 28, 2021 (GLOBE NEWSWIRE) — First Horizon Corporation (NYSE: FHN) (“First Horizon”) announced today a public offering of depositary shares, each representing 1/4,000th interest in a share of its Non-Cumulative Perpetual Preferred Stock, Series F, $100,000 liquidation preference per share (equivalent to $25 per depositary share). First Horizon may grant the underwriters a 30-day option to purchase additional depositary shares solely to cover over-allotments, if any. First Horizon intends to use the net proceeds of this offering to redeem in full the outstanding shares of its Non-Cumulative Perpetual Preferred Stock, Series A, and related depositary shares (NYSE: FHN PRA); any remainder will be used for general corporate purposes.
Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC are acting as joint book-running managers for the depositary shares offering.
The offering will be made under First Horizon’s shelf registration statement filed with the Securities and Exchange Commission (the “SEC”).
This press release is neither an offer to sell nor a solicitation of an offer to buy depositary shares, nor shall there be any offer or sale of depositary shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The offering of these securities will be made only by means of a Prospectus and a related Prospectus Supplement. Copies of the Prospectus and Preliminary Prospectus Supplement relating to the depositary shares offering may be obtained free of charge on the SEC’s website at www.sec.gov under First Horizon’s name or from the joint book-running managers as follows: c/o Morgan Stanley & Co. LLC, 180 Varick Street – New York, New York 10014, Attn: Prospectus Department, by email: [email protected] or by telephone: (866) 718-1649; c/o BofA Securities, Inc., NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, North Carolina 28255-0001, Attn: Prospectus Department, by email: [email protected] or by telephone: (toll-free) 1-800-294-1322; c/o J.P. Morgan Securities LLC, 383 Madison Ave, New York, New York 10179, Attn: Investment Grade Syndicate Desk or by telephone: (212) 834-4533; c/o Keefe, Bruyette & Woods, A Stifel Company, 787 Seventh Avenue, 4th Floor, New York, New York 10019, Attn: Capital Markets, or by email: [email protected]; RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, NY 10281, email: [email protected] or telephone: (866) 375-6829; or c/o Wells Fargo Securities, LLC, 608 2nd Avenue South, Suite 1000, Minneapolis, Minnesota 55402, Attn: WFS Customer Service, by email: [email protected] or by telephone: (toll-free) 1-800-645-3751.
About First Horizon
First Horizon Corp. (NYSE: FHN), with $84 billion in assets, is a leading regional financial services company, dedicated to strengthening the lives of our associates, clients, shareholders, and communities. Headquartered in Memphis, TN, the banking subsidiary First Horizon Bank operates in 12 states across the Southeast. The Company and its subsidiaries offer commercial, private banking, consumer, small business, wealth and trust management, retail brokerage, capital markets, fixed income, mortgage, and title insurance services. First Horizon is recognized as one of the nation’s best employers by Fortune and Forbes magazines and a Top 10 Most Reputable U.S. bank. More information is available at www.FirstHorizon.com.

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ATLANTA, GA / ACCESSWIRE / April 28, 2021 / Findit, Inc., a Nevada Corporation (OTC PINK:FDIT), owner of Findit.com and the Findit App available on Android and IOS devices, has filed its response to the FORM S1 S.E.C. comment letter through Edgar. Findit, Inc. filed its Form S1 on March 11, 2021. The comment letter received by the S.E.C. is a normal part of the filing process.Findit, Inc. retained the Auditing Firm BF Borgers CPA PC Certified, Public Accountants. The company completed three years of audited financials that include 2018, 2019, and 2020. The Form S1 includes year ending December 31, 2019 and December 31, 2020 audited financials.The Law Firm of Thomas Cook and Associates prepared the FORM S1 filing and assisted in the response letter to the S.E.C. that has been submitted through EDGAR on April 27, 2021.THE FOLLOWING SUBMISSION HAS BEEN ACCEPTED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION.COMPANY: FINDIT, INC.FORM TYPE: S-1/A NUMBER OF DOCUMENTS: 3RECEIVED DATE: 27-Apr-2021 18:19 ACCEPTED DATE: 27-Apr-2021 18:19FILING DATE: 28-Apr-2021 06:00FILE NUMBER(S):1. 333-254128Raymond Firth stated, “We are pleased that we were able to respond to the S.E.C. comment letter regarding the company’s Form S1 in a timely manner and we look forward to completing this process.”The S1 is priced at thirty cents per share which is currently higher than the current stock price. The number of shares in the offering is a total of ten million shares which would amount to three million dollars if the raise is 100% subscribed. The proceeds would be used for development and marketing of the website Findit.com and the Findit App, which is available on Android and IOS.Download the App Here For Android devices GoogleFor IOS devices AppleAbout The Law Offices of Thomas C. CookThe Law Offices of Thomas C. Cook was formed in Las Vegas, Nevada, in 1997, with a principal focus of representing public companies before the United States Securities and Exchange Commission, FINRA, OTC Markets, LLC, and the various state securities authorities. Thomas C. Cook, Esq., the firm’s principal attorney, has over two decades of experience in corporate and securities law, including but not limited to corporate formation and governance, securities registrations and compliance, mergers and acquisitions, and the issuance of securities-related opinions. Mr. Cook received his bachelor of arts from Occidental College in 1990 and his Juris Doctor from Whittier Law School in 1993.Story continuesAbout BF Borgers CPA, PC​​​​​ At BF Borgers CPA, PC, we have built our practice by providing exceptional service to our clients through our commitment to our firm culture and values based on the three underlying principles Professionalism, Responsiveness, Quality.About Findit, Inc.Findit, Inc., owns Findit.com which is a Social Media Content Management Platform that provides an interactive search engine for all content posted in Findit to appear in Findit search. The site is an open platform that provides access to Google, Yahoo, Bing, and other search engines access to its content posted to Findit so it can be indexed in these search engines as well. Findit provides Members the ability to post, share and manage their content. Once they have posted in Findit, we ensure the content gets indexed in Findit Search results. Findit provides an option for anyone to submit URLs that they want indexed in Findit search result, along with posting status updates through Findit Right Now. Status Updates posted in Findit can be crawled by outside search engines which can result in additional organic indexing. All posts on Findit can be shared to other social and bookmarking sites by members and non-members. Findit provides Real Estate Agents the ability to create their own Findit Site where they can pull in their listing and others through their IDX account. Findit, Inc. is focused on the development of monetized Internet-based web products that can provide an increased brand awareness of our members. Findit Inc. trades under the stock symbol FDIT on the OTC Pinksheets.Safe Harbor:This press release contains forward-looking information within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements regarding potential sales, the success of the company’s business, as well as statements that include the word believe or similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements of Findit Inc. to differ materially from those implied or expressed by such forward-looking statements. This press release speaks as of the date first set forth above, and Findit Inc. assumes no responsibility to update the information included herein for events occurring after the date hereof. Actual results could differ materially from those anticipated due to factors such as the lack of capital, timely development of products, inability to deliver products when ordered, inability of potential customers to pay for ordered products, and political and economic risks inherent in international trade.CONTACT:Clark St. Amant404-443-3224SOURCE: Findit, Inc.View source version on accesswire.com: https://www.accesswire.

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Fenwick & West lawyers who helped Coinbase become the first publicly traded major cryptocurrency company snuck a crypto reference onto the first page of the company’s filing with securities regulators this month.
They listed Satoshi Nakamoto, the mysterious figure presumed to be—but never identified as—the founder of Bitcoin, among those receiving copies of the document.
It likely won’t be the last chance Fenwick & West lawyers get to slip a crypto “Easter egg” to the U.S. Securities and Exchange Commission. The Silicon Valley-founded law firm represents more than 50 private companies valued at more than $1 billion, which it thinks is the most so-called “unicorns” represented by any U.S. law firm. Three of those companies are are cryptocurrency and digital finance related.
“Coinbase going public is a watershed moment for the crypto industry,” Fenwick & West partner Michael Brown, who advised Coinbase, said in an interview. “It gives a level of credibility to the industry that the SEC has blessed and signed off on the company going public and that the market was so supportive of the stock. We certainly think this paves the way for other companies with a focus on crypto to go public.”The listing brought enthusiasm for crypto beyond the diehards dedicated to “hodl” the assets for the long-term. (Hodl is crypto industry vernacular encouraging investors hold their positions during periods of volatility.) It was also the first direct listing, where a company’s shares begin trading publicly without an additional sale of equity, onto the NASDAQ exchange.
For Fenwick & West, the listing is an example of how the firm’s longstanding strategy shepherding young technology and life sciences companies from infancy to public markets can still pay off big despite a raft of new competitors vying to represent the most important Silicon Valley tech companies.
Fenwick & West is one of the youngest of the 100 largest law firms in the country, tracing its roots to 1972, when William Fenwick left Cleary Gottlieb Steen & Hamilton’s New York City office to found a law firm in Palo Alto with a handful of other lawyers.
One of the firm’s biggest early successes was representing Apple Inc. founders Steve Jobs and Steve Wozniak as they incorporated their fledgling computer business. Ever since, the firm has followed what is by now a well-worn strategy for Silicon Valley firms: Represent a large swathe of startup companies, and hope some of them hit it big.
Coinbase has the hallmarks of one of those success stories.
By the time of the direct listing, Fenwick & West had already represented Coinbase in more than 15 transactions, including its acquisitions of Bison Trails, Earn.com, and Tagomi. The firm had also advised on more than 70 investments made by Coinbase’s venture arm in companies building new, open financial products.
That’s in addition to an early investment F&W Investments, a vehicle comprised of firm partners, made in Coinbase. That investment totaled less than 0.01% of the company, according to the prospectus filed in February.
Coinbase closed trading on Monday with a market cap of more than $65 billion. Brown and Ran Ben-Tzur, another partner who advised Coinbase on the direct listing, said the firm continues to be a stockholder and “enthusiastic supporter” of the company, but declined to comment further.
Navigating the SEC
Being the first cryptocurrency company to make it through the SEC’s public company review process came with its challenges.
The SEC has expressed skepticism regarding cryptocurrency, especially after a series of high-profile, fraudulent “initial coin offerings.” The agency even went so far as to create its own fake ICO, dubbed HoweyCoins, to warn investors about the risks of investing in the nascent field.
That skepticism hasn’t necessarily abated under new SEC chair Gary Gensler, despite his background teaching courses on cryptocurrencies at the Massachusetts Institute of Technology.
Last week, the SEC pushed ahead with a lawsuit against Ripple Labs Inc. that alleges the company sold a digital token without properly registering it as a security.
Brown and Ben-Tzur said part of their earliest work on the deal was preparing the company’s executives that the process would require more back-and-forth than most deals.
As part of its vision to democratize access to digital finance, the company wanted to answer questions from retail investors through a Reddit “ask me anything” event. Given the SEC’s required quiet period around public listings, that meant the lawyers rounded up questions on Reddit, publicly reported them to the agency, and then simultaneously released a video of the answers to Reddit and a written script of the answers to the SEC.
“The laws around crypto are still very gray,” Ben-Tzur said. “This isn’t an enterprise software company. The SEC has signed off on those documents 100 times over. There’s only one crypto-based company that has filed to go public, and that’s Coinbase.”
Silicon Valley has long been one of the most competitive legal markets in the country. But that has intensified over the past year with the entrance of elite law firms including Freshfields, Bruckhaus, Deringer, Paul, Weiss, Rifkind, Wharton & Garrison, and Debevoise & Plimpton.
Despite the new competition, Fenwick turned in one of its best financial years in recent memory in 2020. The firm’s revenue was up 15% to $543 million, and its profits per equity partner surged 31% to $2.85 million.
“Our approach is to work with companies at their earliest stages, into their growth stage, and through a sale or becoming a public company,” Brown said. “We are confident our intense focus on the needs of life sciences and technology companies gives us a competitive advantage to firms who are already here or who may seek to start focusing on those types of companies.

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Law360 (April 27, 2021, 11:05 PM EDT) — People’s United Bank NA will pay $1.75 million to end investor claims that the bank misappropriated their funds for the Jay Peak Ski Resort project in Vermont, the court-appointed receiver has told a Florida federal court.In a bid for approval of the settlement, receiver Michael I. Goldberg said that after attorney fees, the proposed class of investors would pull in nearly $1.2 million.

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The Securities and Exchange Commission (SEC) has begun considering restrictions on the growth of special purpose acquisition companies (SPACs), the Financial Post reported.
SPACs are blank-check shell companies only formed for the purpose of helping other companies go public, avoiding the usual initial public offering (IPO) process.
The SEC is worried SPACs are putting investors at risk and could be looking at limiting SPAC growth projections as well as clarifying when SPACs qualify for some legal protections, according to the report. The new restrictions, if they end up going through in any form, could hamper the SPAC deal frenzy being seen as of late.
The SPAC market is already somewhat losing steam, with the SEC suggesting earlier in the month that warrants issued by SPACs should be considered liabilities rather than equity instruments, the report stated. The new guidelines, if passed, might further compound on the difficulties.
There has been a record amount of money raised by SPACs at $100 billion this year. And the value of SPAC mergers and acquisitions has hit a record high of $263 billion, according to the report. Some of the luminary names going public via SPAC include sports betting platform DraftKings, truck maker Nikola and Playboy owner PLBY Group.
The surge in spending and activity has drawn the watchful eye of the SEC though, the report stated. One of the main SEC concerns has been earnings growth projections, with the projections being important for investors, particularly when the target is a less profitable or newer startup. Investor advocates say the projections are often “wildly optimistic or misleading,” though.
Earlier this month, a PYMNTS SPAC Tracker listed 10 SPAC deals in April as opposed to 109 in March. But a slowdown might not be imminent as software companies and firms acting as “digital disruptors” are still gaining favor with investors.
As of April 23, the tracker reported that payment-related IPO plans were at 12 listings while banking stood at 17.

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NEW PYMNTS STUDY: SUBSCRIPTION COMMERCE CONVERSION INDEX – APRIL 2021

About The Study: One third of consumers who signed up for subscription services within the past year were just in it for the free trial. In the 2021 Subscription Commerce Conversion Index, PYMNTS surveys 2,022 U.S. consumers and analyzes more than 200 subscription commerce providers to zero in on the key features that turn the “subscription curious” into sticky, long term subscribers.

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AUSTIN, Texas, April 27, 2021 (GLOBE NEWSWIRE) — FTC Solar, Inc. (“FTC”) today announced the pricing of its initial public offering of 19,840,000 shares of its common stock at a price of $13.00 per share, before underwriting discounts and commissions. The shares are expected to begin trading on The Nasdaq Global Market on April 28, 2021 under the symbol “FTCI.” The offering is expected to close on April 30, 2021, subject to customary closing conditions. FTC has granted the underwriters a 30-day option to purchase up to an additional 2,976,000 shares of common stock at the initial public offering price, less underwriting discounts and commissions.
FTC intends to use the net proceeds that it receives from this offering for general corporate purposes, with a portion of the net proceeds used to purchase shares of its common stock from certain of its employees, officers, directors and other stockholders.
Barclays, BofA Securities, Credit Suisse and UBS Investment Bank are acting as joint book-running managers and representatives of the underwriters for the offering. HSBC is acting as a book-running manager and Cowen, Simmons Energy | A Division of Piper Sandler, Raymond James and Roth Capital Partners are acting as co-managers for the offering.
This offering is being made only by means of a prospectus. Copies of the final prospectus may be obtained, when available, for free by visiting EDGAR on the Securities and Exchange Commission’s website at www.sec.gov. Alternatively, copies of the final prospectus, when available, may be obtained for free from the offices of Barclays Capital Inc., Attn: Prospectus Department, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (888) 603-5847, or by email at [email protected]; BofA Securities, Attn: Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, or by email at [email protected]; Credit Suisse Securities (USA) LLC, Attn: Prospectus Department, 6933 Louis Stephens Drive, Morrisville, NC 27650, by telephone at (800) 221-1037, or by email at [email protected]; or UBS Securities LLC, Attn: Prospectus Department, 1285 Avenue of the Americas, New York, NY 10019, or by telephone at (888) 827-7275. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed.  
The registration statement relating to this offering has been declared effective by the Securities and Exchange Commission on April 27, 2021. This release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About FTC Solar, Inc.
Founded in 2017 by a group of renewable energy industry veterans, FTC Solar is a fast-growing, global provider of solar tracker systems, technology, software, and engineering services.  Solar trackers significantly increase energy production at solar power installations by dynamically optimizing solar panel orientation to the sun.  FTC Solar’s innovative tracker designs provide compelling performance and reliability, with an industry-leading installation cost-per-watt advantage. 
FTC Solar Investor Contact:
Bill MichalekVice President, Investor RelationsFTC SolarT: (737) 241-8618E: [email protected]
FTC Solar Media Contact:
Scott DeitzFleishmanHillard for FTC SolarT: (336) 908-7759E: scott.deitz@fleishman.

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SpaceX owner and Tesla CEO Elon Musk speaks during a conversation with legendary game designer Todd Howard (not pictured) at the E3 gaming convention in Los Angeles, California, U.S., June 13, 2019. REUTERS/Mike BlakeTesla Inc (TSLA.O) Chief Executive Elon Musk said on Tuesday the U.S. Securities and Exchange Commission was an important watchdog for investors but questioned why it was not more proactive against the growth of listed blank-check companies.”They have an important role to play in protecting the public from getting swindled, but are sometimes too close to Wall St hedge funds imo (in my opinion),” Musk said on Twitter.”Strange that they aren’t taking more action on some of the SPACs (special purpose acquisition companies),” he added.Reuters reported earlier on Tuesday that the SEC is considering new guidance to rein in growth projections made by SPACs, or listed blank-check companies, including clarification of when they qualify for certain legal protections. That would extend an SEC crackdown on a deal frenzy in SPACs, which the regulator worries is putting investors at risk. read more Musk has had his own run-ins with the SEC. He reached a settlement with the regulator after he tweeted in August 2018 that he had “funding secured” to potentially take Tesla private in a $72 billion transaction. In reality, Musk was not close to acquiring funding. read more Musk and Tesla each paid $20 million in civil fines, and Tesla lawyers agreed to vet some of Musk’s tweets in advance.Musk was sued by a shareholder last month who accused him of violating his 2018 settlement with the SEC. The case is ongoing.Musk also tweeted earlier on Tuesday that he found the Federal Communications Commission, the National Highway Traffic Safety Administration and the Federal Aviation Administration to be “fair & sensible” and that he agreed with them “99.9% of the time”.”On rare occasions, we disagree. This is almost always due to new technologies that past regulations didn’t anticipate”, he said.Our Standards: The Thomson Reuters Trust Principles.

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By Reuters Staff2 Min ReadFILE PHOTO: SpaceX owner and Tesla CEO Elon Musk speaks during a conversation with legendary game designer Todd Howard (not pictured) at the E3 gaming convention in Los Angeles, California, U.S., June 13, 2019. REUTERS/Mike Blake(Reuters) – Tesla Inc Chief Executive Elon Musk said on Tuesday the U.S. Securities and Exchange Commission was an important watchdog for investors but questioned why it was not more proactive against the growth of listed blank-check companies.“They have an important role to play in protecting the public from getting swindled, but are sometimes too close to Wall St hedge funds imo (in my opinion),” Musk said on Twitter.“Strange that they aren’t taking more action on some of the SPACs (special purpose acquisition companies),” he added.Reuters reported earlier on Tuesday that the SEC is considering new guidance to rein in growth projections made by SPACs, or listed blank-check companies, including clarification of when they qualify for certain legal protections. That would extend an SEC crackdown on a deal frenzy in SPACs, which the regulator worries is putting investors at risk.Musk has had his own run-ins with the SEC. He reached a settlement with the regulator after he tweeted in August 2018 that he had “funding secured” to potentially take Tesla private in a $72 billion transaction. In reality, Musk was not close to acquiring funding.Musk and Tesla each paid $20 million in civil fines, and Tesla lawyers agreed to vet some of Musk’s tweets in advance.Musk was sued by a shareholder last month who accused him of violating his 2018 settlement with the SEC. The case is ongoing.Musk also tweeted earlier on Tuesday that he found the Federal Communications Commission, the National Highway Traffic Safety Administration and the Federal Aviation Administration to be “fair & sensible” and that he agreed with them “99.9% of the time”.“On rare occasions, we disagree. This is almost always due to new technologies that past regulations didn’t anticipate”, he said.

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Tuesday, April 27, 2021

Recent initiatives by the Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC) evidence the agencies’ increasing intent to play significant roles in the ESG space.
On April 9, the Division of Exams (Exams) published an ESG Risk Alert (Risk Alert), describing areas where it is focusing in examinations of investment advisers’ and funds’ ESG products and services. Separately, on March 17, Rostin Behnam, Acting Chair of the CFTC, announced the establishment of the Climate Risk Unit (CRU) “to support the [CFTC’s] mission by focusing on the role of derivatives in understanding, pricing, and addressing climate-related risk and transitioning to a low-carbon economy.”
The SEC’s Risk Alert is premised on its observation that, in recent years, investor demand has driven the offering of various ESG options, including registered investment companies and pooled investment vehicles, as well as separately managed accounts. The Risk Alert gives examples of what Exams considers to be deficient ESG-related compliance programs and disclosures by advisors and funds in connection with such offerings. Exams also provides examples of what they consider to be effective ESG compliance and disclosure practices.
The CFTC’s CRU imitative, on the other hand, is not directed at any particular segment of CFTC registrants. Rather, it is meant to “accelerate early CFTC engagement in support of industry-led and market-driven processes in the climate — and the larger ESG — space critical to ensuring that new products and markets fairly facilitate hedging, price discovery, market transparency, and capital allocation.”
Key Takeaways for SEC-Registered Funds and Advisers
Most of the observations in the Risk Alert are not unique or even new to ESG investing. Essentially, the messages in the Risk Alert are simple:

Disclosures made by advisers and funds regarding investing should match their actual investment processes and practices; and

Marketing materials should not contain false or misleading statements regarding ESG investing or otherwise.

As noted in the Risk Alert, “the variability and imprecision of industry ESG definitions and terms can create confusion among investors if investment advisers and funds have not clearly and consistently articulated how they define ESG and how they use ESG-related terms . . . . Actual portfolio management practices of investment advisers and funds should be consistent with their disclosed ESG investing processes or investment goals.”
The CFTC’s CRU initiative follows publication of the CFTC’s Market Risk Advisory Committee’s Climate-Related Market Risk Subcommittee’s September 2020 report on “Managing Climate Risk in the U.S. Financial System” (the Report). The publication of the Report marked the first time a US financial regulator released a report or statement that highlighted the risks of climate change from a financial stability perspective.1
Background
The Risk Alert follows a number of other ESG-focused initiatives by the SEC.
For example, on March 4, the SEC announced the creation of a Climate and ESG task force under the purview of the SEC’s Division of Enforcement that will, among other things, “analyze disclosure and compliance issues relating to investment advisers’ and funds’ ESG strategies.” Also, on March 3, Exams identified ESG issues as a 2021 exam priority for investment advisers and investments.2
On April 12, SEC Commissioner Hester M. Pierce issued a public statement responding to the release of the Risk Alert, noting that “[a]s with many other ESG-related matters, this risk alert raises questions of its own . . . .” She also stated that ESG strategies are not unique in that “advisers and funds should not make claims that do not accord with their practices, and our examiners will be looking for that consistency between claims and practice. Our examiners are not—and will not be in this space—merit regulators. The SEC’s role is not to assess whether any particular strategy is a good one, but to ensure that investors know what they are getting when they choose a particular adviser, fund, strategy, or product.”
Deficiencies and Weaknesses Noted in the Risk Alert
In the Risk Alert, Exams provided the following as examples of weak or deficient practices, among others:

Portfolio management practices that were inconsistent with disclosures about ESG approaches. This included firms saying they followed global ESG frameworks but did not actually follow the framework. Exams also found portfolio holdings “predominated by issuers with low ESG scores — as measured, for example, by a sub-adviser’s proprietary internal scoring system — where such predominance appeared inconsistent with those firms’ stated approaches.”

Controls that were inadequate to maintain, monitor and update ESG-related investing guidelines, mandates and restrictions. Examples included advisers not having adequate controls to implement or monitor clients’ negative screens (typical negative screens prohibit investments in certain industries, like alcohol, tobacco, or firearms). Exams observed that this was an issue, particularly where client directives were ill-defined, vague or inconsistent.

Proxy voting that is inconsistent with the advisers’ stated approaches. Exams is focused on proxy voting policies and procedures and will assess whether proxy votes align with an investment adviser’s ESG strategies. In the Risk Alert, Exams called out firms for saying that “ESG related proxy proposals would be independently evaluated internally on a case-by-case basis to maximize value” when, in fact, their internal guidelines did not provide for a case-by-case analysis and for “claims regarding clients’ ability to vote separately on ESG-related proxy proposals, but clients were never provided such opportunities, and no policies concerning these practices existed.”

Unsubstantiated or potentially misleading claims regarding ESG approaches. As an example, Exams pointed to “claims by advisers regarding their substantial contributions to the development of specific ESG products,” where the firms’ roles were, in fact, very limited or inconsequential.

Inadequate controls to ensure that ESG-related disclosures and marketing are consistent with the firms’ practices. Exams pointed to firms not adhering to global ESG frameworks despite claims to the contrary and firms making unsubstantiated claims regarding investment practices, like saying they invest only in companies with “high employee satisfaction.”

Compliance programs that did not adequately address relevant ESG issues. Exams found that some advisers lacked policies and procedures to address their ESG investing analyses, decision-making processes, or compliance review and oversight. Examples included compliance programs that did not address adherence to global ESG frameworks, to which the firms claimed to be adhering, and inadequate policies and procedures regarding oversight of ESG-focused sub-advisers.

Compliance personnel had limited knowledge of relevant ESG-investment analyses or oversight over ESG-related disclosures and marketing decisions. Exams referenced ineffective compliance controls and oversight for reporting to sponsors of global ESG frameworks and responses to RPPs and due diligence questionnaires.

Effective Compliance and Disclosure Practices in Risk Alert.
Some examples of effective practices identified in the Risk Alert were having:

Simple and clear disclosures regarding, and tailored to, firms’ approaches to ESG investing.

Policies and procedures that addressed ESG investing and covered key aspects of firms’ ESG investment practices, including specific documentation to be completed at various stages of the investment process (e.g., research, due diligence, selection, and monitoring), which results in contemporaneous documentation of the ESG factors considered in specific investment decisions. (Interestingly, the Risk Alert noted that, where multiple ESG investing approaches were employed at the same time, “separate specialized personnel provided additional rigor to the portfolio management process”).

Compliance personnel that are knowledgeable about firms’ specific ESG-related practices.

The CFTC’s CRU Imitative
The CFTC’s CRU will be comprised of staff from across the CFTC’s operating divisions and offices and “represents the [CFTC’s] next step in response to what has become a global call to action on tackling climate change.” In addition to conducting research and engaging in outreach with relevant market participants and other stakeholders, the CRU may engage in discussions with exchange, clearinghouses and market participants related to new and emerging risks prompted by climate change and assist efforts to encourage the creation of “relevant and reliable climate-related market risk data resources.”
What Funds and Advisers Should Do Now
The SEC’s focus on ESG investing is clearly not going away anytime soon and will most likely intensify. Firms and their compliance professionals should carefully review, and revise as appropriate, their policies, procedures and practices, including ESG disclosures in marketing materials, Forms ADV, fund offering documents and advisory agreements, along with reviewing their ESG proxy voting practices.
The full SEC Risk Alert is available here.
The CFTC announcement regarding creation of its CRU is available here.
1 https://katten.com/a-call-to-internalize-greenhouse-gas-cost-externaliti…
2 https://katten.

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The Company may also file other documents with the SEC regarding the business to be conducted at the Annual Meeting.

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Washington, D.C. – Today, United States Senator Elizabeth Warren (D-Mass.) sent a letter to Gary Gensler, Chair of the Securities and Exchange Commission (SEC) urging the agency to investigate Mr. Robert G. Kramer, president and CEO of Emergent BioSolutions (Emergent) – a biopharmaceutical company and contract manufacturer for the Johnson & Johnson vaccine. A new report based on SEC filings suggests that Mr. Kramer dumped $10 million of Emergent stock prior to disclosure of significant production problems at his company’s Maryland facility – just before his company ruined millions of Johnson & Johnson vaccine doses.
Senator Warren has been concerned about pandemic profiteering since the beginning of the public health crisis. In her letter, she urges the SEC to use the tools at their disposal to act quickly and aggressively to investigate these new reports of insider trading. “Mr. Kramer’s actions appear to be an egregious example of pandemic profiteering: he personally profited from millions of dollars of taxpayer-funded contracts while the company he led caused critical delays in the COVID-19 response – and he then protected his personal profits by selling his stock at inflated prices before the company disclosed its failures,” wrote Senator Warren. 

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In March 2021, millions of doses of Johnson & Johnson vaccines to protect against COVID-19 were ruined due to an accidental cross-contamination during its production process at a plant operated by Emergent BioSolutions. This error significantly delayed the nation’s production of COVID-19 vaccines. It also caused Emergent’s stock value to decline by nearly 50%.
A new report indicates that Emergent’s CEO and President, Mr. Robert G. Kramer dumped $10 million in stocks in January and February and appears to have made approximately $7.5 million in profits on the stock sales. According to the report, “Kramer’s sales were made as part of a trading plan that he adopted on Nov. 13 … which establish(ed) in advance when stocks are to be bought and sold.” But Senator Warren wrote to the SEC earlier this year warning that “new evidence indicates that executives – especially those in the healthcare industry – are abusing these plans to obtain huge windfalls at the expense of ordinary investors.”
A series of recent reports have indicated that Mr. Kramer had ample knowledge of production problems at the company dating to early 2020, none of which were publicly disclosed until recently.  
Federal law bars individuals from ”purchasing or selling a security while in possession of material nonpublic information”  – in this case, the CEO’s knowledge that Emergent was plagued by production problems. Violation of these laws may subject individuals to civil penalties “three times the amount of the profit gained or loss avoided” and criminal penalties up to $5,000,000 and 20 years imprisonment.”
Senator Warren concluded: “The SEC has a responsibility to protect shareholders, investors, and the public. Given my longstanding concerns about pandemic profiteering and the specific troubling new details about Emergent and Mr. Kramer’s sales of company stock amidst its vaccine production failures, I ask that the SEC open an investigation of this matter as rapidly as possible.

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DENVER, April 27, 2021 /PRNewswire/ — Akerna (Nasdaq: KERN) (“Akerna” or the “Company”), an enterprise software company, leading compliance technology provider, and developer of the cannabis industry’s first seed-to-sale enterprise resource planning (ERP) software technology (MJ Platform®), today announces an intended transition to their Board of Directors.
At the Company’s upcoming annual stockholders meeting on June 7, 2021, Mark D. Iwanowski, an experienced executive veteran in the global technology sector, will be concluding his time with the Board of Directors after two years of tremendous service. Iwanowski joined Akerna’s Board of Directors as the Company went public, providing strategic guidance and leading high growth for the business with his deep background and expertise in Enterprise Resource Planning (ERP), mergers and acquisitions (M&A), and technology infrastructure. His work and dedication was essential to the acceleration of global market share that Akerna has achieved.
“Mark’s extensive background in technology, M&A, and ERP was invaluable to Akerna’s growth over the past couple of years. Mark’s leadership led us to numerous milestones, helped us evaluate how we look at risk, and positively impacted our transition to a public board,” said Akerna Chief Executive Officer Jessica Billingsley. “Mark’s contributions have had a truly positive impact on our organization, and I am deeply thankful for his service. I will be eagerly following his future endeavors and am excited to see the positive impacts he will have on those fortunate to receive his guidance.”
“Akerna has set a precedent for the cannabis technology industry, propelling the rapid growth of seed-to-sale tracking and supply chain transparency across the world,” said Mark Iwanowski. “I am grateful to have been able to lend my technology, ERP, and M&A experience to Akerna through this pivotal transition phase and propel the company’s growth since going public.”
Barry Fishman, an entrepreneurial leader and change agent known for his expertise driving growth during times of transformation, has been nominated to join Akerna’s board pending the vote of stockholders at the Company’s upcoming annual stockholders meeting on June 7, 2021. Most recently, he served as CEO for VIVO Cannabis, a Canadian-based licensed producer and client of Ample Organics. Prior to that, Barry was the CEO of three pharmaceutical companies (Taro Canada, Teva Canada and Merus Labs) and also served as a director for several cannabis companies, including Canopy Growth Corporation and Aurora Cannabis. He has an expansive global network and proven success in strategy development, performance enhancement, and public company governance.
“By seeking to add Barry to our Board, we intend to gain an accomplished Director with deep experience navigating complex business transformations, cross-functional cannabis and pharmaceutical industry knowledge, and significant integration experience,” said Jessica Billingsley, Akerna CEO. “Barry is the exact type of leader we need to continue to propel Akerna’s growth and success.”
“I am thrilled to be nominated to join Akerna’s dynamic team, bringing my extensive finance, capital markets, pharmaceutical, and Canadian cannabis experience to the cannabis industry’s international leader in cannabis software,” said Barry Fishman. “I look forward to assisting in the continuation of Akerna’s rapid growth trajectory and serving both the company and its shareholders as the legal cannabis industry continues to grow across the United States and internationally.”
About Akerna
Akerna (Nasdaq: KERN) is an enterprise software company focused on compliantly serving the cannabis, hemp, and CBD industries. Based in Denver, Colorado, the Company’s mission is to create the world’s most transparent and accountable supply chain by building a cannabis technology ecosystem connecting data points across the global cannabis supply chain from seed to sale to self. First launched in 2010, Akerna has tracked more than $20 billion in cannabis sales to date and is the first cannabis software Company listed on Nasdaq.
Using connected data and information to propel the cannabis industry forward, Akerna empowers businesses, governments, patients, and consumers to make smart decisions. The Company’s cornerstone technology, MJ Platform, the world’s leading infrastructure as a service platform, powers retailers, manufacturers, brands, distributors, and cultivators. Akerna also offers a complete suite of professional consulting services and data analytics for businesses as well as solo sciences, MJ Freeway, Leaf Data Systems, Trellis, Ample Organics and Viridian Sciences.
Forward-Looking Statements
Certain statements made in this release and any accompanying statements by management are “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. Such forward-looking statements include but are not limited to statements regarding the potential of adding Barry Fishman to the board, which is subject to the vote of stockholders at the Company’s 2021 annual meeting, the potential benefits of adding Barry Fishman to the board, Akerna’s future business plans, Akerna’s potential business strengths in the market and any other statements expressing the views of Akerna’s management on future business results or strategy. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of significant known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Akerna’s control, that could cause actual results or outcomes (including, without limitation, the results of Akerna’s contracts, strategic initiatives, and business plans as described herein) to differ materially from those discussed in the forward-looking statements. Important factors, among others that may affect actual results or outcomes, include (i) Akerna’s ability to recognize the anticipated benefits of being a public company, (ii) competition, (iii) Akerna’s ability to grow and manage growth profitably, (iv) Akerna’s ability to maintain relationships with customers and suppliers and retain its management and key employees, (v) costs related to being a public company, (vi) changes in applicable laws or regulations, (vii) Akerna’s ability to identify, complete and integrate acquisitions, including Viridian, and achieve expected synergies and operating efficiencies in connection with acquired businesses, (viii) and other risks and uncertainties disclosed from time to time in Akerna’s filings with the U.S. Securities and Exchange Commission, including those under “Risk Factors” therein. Actual results, performance, or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those vary from forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial and other information, are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond Akerna’s control. All information herein speaks only as of the date hereof, in the case of information about Akerna, or the date of such information, in the case of information from persons other than Akerna. Akerna undertakes no duty to update or revise the information contained herein. Forecasts and estimates regarding Akerna’s industry and end markets are based on sources believed to be reliable; however, there can be no assurance these forecasts and estimates will prove accurate in whole or in part.
Additional Important Information Regarding Proxy Solicitation
This press release may be deemed to be solicitation material in respect of the Annual Meeting to be held on June 7, 2021. On April 27, 2021, Akerna filed a definitive proxy statement on Schedule 14A and form of proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for Akerna’s 2021 Annual Meeting (the “Proxy Statement”) which is publicly available. Akerna anticipates that the Notice & Access Card regarding the availability of the Proxy Statement, Transition Report on Form 10-KT and proxy card will be disseminated to stockholders on April 28, 2021. Akerna, its directors and certain of its executive officers are participants in the solicitation of proxies from shareholders in respect of the 2021 Annual Meeting including this press release and the solicitation of proxies in favor of adding Barry Fishman to the Board of Directors. Information regarding the names of Akerna’s directors and executive officers and their respective interests in Akerna by security holdings or otherwise is set forth in the Proxy Statement. To the extent holdings of such participants in Akerna’s securities are not reported, or have changed since the amounts described, in the Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Details concerning the nominees of Akerna’s Board of Directors for election at the 2021 Annual Meeting are included in the Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO AND PROXY CARD, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and shareholders can obtain a copy of the Proxy Statement and other relevant documents filed by Akerna free of charge from the SEC’s website, www.sec.gov. Akerna’s shareholders can also obtain, without charge, a copy of the Proxy Statement and other relevant filed documents by directing a request by mail to Akerna Corp., attention: Secretary at 1550 Larimar Street #246, Denver, Colorado 80202 or by e-mail at [email protected] or from the investor relations section of Akerna’s website, at ir.akerna.com/sec-filings.
SOURCE Akerna

Related Links
https://www.Akerna.

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The Securities and Exchange Commission (SEC) has revoked the corporate registration of Eco Hatchery and Trading Corp., a company which the corporate regulator tagged as a Ponzi investment scammer.
The SEC Enforcement and Investor Protection Department (EIPD) issued the order on April 23, after finding that Eco Hatchery has been offering and soliciting investments without the necessary secondary license from the SEC. In a statement, the SEC said Eco Hatchery’s activities likewise constituted “serious misrepresentation” to the detriment of the public. This was cited as a ground for the revocation of the certificate of registration.
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According to the EIPD, Eco Hatchery’s main strategy was to earn from the recruitment of new members or investors, presented in the guise of running a prawn, shrimp, crab and fish farm.
“Necessarily, this scheme is unsustainable, as it must rely on a continuous inflow of new investors in order to make payouts to earlier investors,” the SEC order said.

FEATURED STORIES

The order noted that this scheme was “in the nature of Ponzi scheme” where the profits are taken from incoming investors or additional pay-ins of existing members-investors considering that it does not have any underlying legitimate business from where it could source its promised return on investments to its investors. The SEC had warned the public against investing in Eco Hatchery as early as Feb. 3, 2020, through an advisory.
Eco Hatchery entices the public to invest with the promise of earning 15 percent every 15 days in a span of four months.
—DORIS DUMLAO-ABADILLA INQ

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Tuesday, April 27, 2021

On April 2, 2021, the US Securities and Exchange Commission (SEC) approved, effective immediately, permanent rules changes proposed by the New York Stock Exchange (NYSE) to the NYSE’s shareholder approval rules for certain security issuances to related parties and those above the 20% threshold, and clarified the definition of and procedure for audit committee approval of related party transactions.
The rule changes to the shareholder approval requirements are substantially the same as the temporary waivers granted by the SEC through the end of 2020 (which we previously reported on here and here). These shareholder approval changes better align the NYSE’s shareholder approval rules with those of the Nasdaq and the NYSE American markets. However, the clarifications to the related party transactions approval process were new and are likely to impact the audit committee’s process for approval of related party transactions.
Below is a brief summary of the permanent rule changes to the NYSE shareholder approval requirements and the related party transactions rule.
Clarification of Definition of Related Party Transactions and Process for Audit Committee Review
NYSE Rule 314.00 requires NYSE-listed companies’ audit committees (or comparable bodies performing a similar function) to review “related party transactions,” a term that, until now, was not defined by the NYSE. The prevailing practice by most listed companies and practitioners was to apply this NYSE requirement consistently with the Item 404 of Regulation S-K disclosure requirement (which requires disclosure of related party transactions where the related party has a material interest and the amount involved in such transaction exceeds $120,000).
Rule 314.00 now expressly defines “related party transactions” as transactions required to be disclosed pursuant to Item 404 of Regulation S-K without applying the $120,000 transaction value threshold. Additionally, the changes expressly require the prior review of such transactions by an NYSE-listed company’s audit committee (or independent body of the board) for potential conflicts of interest and to prohibit such transactions if inconsistent with the interests of the company and its shareholders.
These changes likely will expand the breadth of transactions reviewed by the audit committee (or other comparable body) since Rule 314.00 now expressly includes related party transactions that fall under the $120,000 transaction value threshold found in Item 404 of Regulation S-K and may change the timing of certain reviews since the audit committee may not have always provided prior approval of the related party transaction. These changes may require companies to update their audit committee charters and internal policies and procedures to include the prior review of all related party transactions, regardless of the size of such transactions.
Changes to Shareholder Approval Requirements — Related Party Rule and 20% Rule
Related Party Rule
Prior to the changes, Rule 312.03(b), or the “related party rule,” required shareholder approval prior to issuances of common stock, or securities convertible to or exercisable for common stock, to the following parties if the issuance of the securities exceeded 1% of the number of shares of common stock or voting power outstanding prior to such issuance: (1) directors, officers, or substantial security holders of the listed company (each, a related party); (2) a subsidiary, affiliate, or other closely related person of a related party; or (3) any company or entity in which a related party has a substantial direct or indirect interest. The NYSE rules previously provided a limited exception to the related party approval rule that permitted cash sales to a substantial security holder (classified as a related party solely due to its status as a substantial security holder) of no more than 5% of the outstanding stock at a price that met certain minimum price requirements.
Following the changes to the “related party rule,” NYSE-listed companies:

No longer need shareholder approval prior to issuances of securities to a related party’s subsidiaries, affiliates, or other closely related persons or to any companies or entities in which a related party has a substantial direct or indirect interest (unless the related party has a 5% or greater interest in the listed company or the assets are being acquired with the proceeds of the issuance).

Will need shareholder approval prior to cash sales to related parties only if the price is less than the current market price (assuming no other shareholder approval rules apply).

Will need shareholder approval prior to any issuance or series of related issuances in which a related party has a 5% or greater interest (or all related parties involved in such transactions collectively have a 10% or greater interest), when such issuance(s) would result in a 5% increase in either the number of shares of common stock or voting power outstanding before the issuances(s).

Issuances to related parties of greater than 1% of the number of shares of common stock or voting power outstanding will continue to require shareholder approval when such issuance involves a noncash sale or is at a price less than the current market price.
20% Rule
Rule 312.03(c), or the “20% rule,” previously required NYSE-listed companies to obtain shareholder approval prior to any nonpublic issuance that exceeded 20% of the number of shares of common stock or voting power outstanding. NYSE rules provide a limited exception to the 20% rule for cash sales meeting certain minimum price requirements in a “bona fide private financing.” The term “bona fide private financing” is defined as a sale in which either (i) a registered broker-dealer purchased the securities from the NYSE-listed company with the goal to sell such securities to one or more purchasers in private sales; or (ii) the NYSE-listed company sells securities to multiple purchasers, and no single purchaser or group of related purchasers acquires or has the right to acquire, upon exercise (or conversion) of the securities, greater than 5% of the NYSE-listed company’s common stock or voting power.
The changes to the 20% rule have eliminated the 5% cap in the bona fide private financing exception for any issuance that does not involve a change of control. Additionally, the references to bona fide private financing in the NYSE rules have been replaced with the following phrase: “other financing (that is not a public offering for cash) in which the company is selling securities for cash.” However, note that shareholder approval still will be required for issuances of shares for cash in nonpublic transactions in connection with an acquisition when the shares issued in connection with the acquisition exceed 20% of the number of shares of common stock or voting power outstanding before such issuance.
Note that there were no changes to the requirement under NYSE Rule 312.03 for shareholder approval, with certain exceptions, prior to security issuances in connection with the following:

Equity compensation plans (Rules 312.03(a) and 303A.08, or the “equity compensation rule”)

A resulting change of control of the issuer (Rule 312.03(d), or the “change of control rule”)

Deletion of Rule 312.03T
Temporary Rule 312.03T was adopted when the NYSE waived certain shareholder approval requirements through the end of 2020. However, because Temporary Rule 312.03T expired on its terms on June 30, 2020, the SEC has approved the deletion of the temporary rule in its entirety.

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