In the wake of the Securities and Exchange Commission’s (SEC or “Commission”) recent request for comment on climate change disclosures and actions related to environmental, social and governance (ESG) matters, Commissioner Hester M. Peirce released a public statement imploring the Commission to rethink the push to require disclosure of specific ESG metrics.
Asserting that a prescriptive approach to ESG would be inconsistent with the SEC’s principles-based disclosure framework, Peirce argues that a single set of metrics would constrain decision making and impede creative thinking by boxing companies in with preset, government-articulated metrics. Unlike financial accounting, which lends itself to a common set of comparable metrics, Peirce notes that ESG factors are complex and not readily comparable across issuers and industries.
Peirce closes by contending that the addition of specific ESG metrics, which would presumably be responsive to the wide-ranging interests of a broad set of “stakeholders,” would mark a departure from fundamental aspects of the SEC’s disclosure framework. Further, she cautions that a stakeholder-focused disclosure regime would likely expand the jurisdictional reach of the Commission and have negative consequences on our capital markets.
Peirce’s latest critique follows her and fellow Republican Commissioner Elad Roisman’s March 2021 comments in which they questioned whether the SEC’s recent actions would have any real consequence, noting that the SEC cannot adopt new disclosure rules without undertaking a formal rulemaking process. Regardless, the recent actions suggest that more prescriptive disclosure rules—or at least more concrete guidance—to facilitate ESG and climate-related disclosure are on the horizon. Based on their response to last year’s amendments to the regulations governing management’s discussion and analysis (MD&A), in which they lamented the missed opportunity to standardize companies’ ESG and climate risks disclosure requirements, Democratic Commissioners Allison Herren Lee and Caroline Crenshaw appear poised to help newly confirmed Chair Gary Gensler spearhead these efforts.

[…]

Read More…

DENVER, April 21, 2021 /CNW Telbec/ – Whiting Petroleum Corporation (NYSE: WLL) (“Whiting” or the “Company”) today announced that it has applied to the British Columbia Securities Commission (the “BCSC”), as principal regulator, and the Alberta Securities Commission, in accordance with the requirements of Multilateral Instrument 11-102 – Passport System, for an order (the “Order Sought”) to cease to be a reporting issuer in the Provinces of British Columbia and Alberta. Whiting is not a reporting issuer in any other Canadian jurisdiction.
If the Order Sought is granted by the BCSC, Whiting will cease to be a reporting issuer in any jurisdiction in Canada and will no longer be required to file financial statements and other continuous disclosure documents with the Canadian securities regulatory authorities.
Notwithstanding a decision that Whiting is not a reporting issuer in Canada, Whiting will continue to file all financial statements and other continuous disclosure materials required to be filed by it in accordance with the applicable securities laws of the United States and the rules of the United States Securities and Exchange Commission (the “SEC”) and of the New York Stock Exchange (the “NYSE”). All such continuous disclosure documents of Whiting are publicly available to all security holders of Whiting under Whiting’s profile at www.sec.gov and Whiting’s security holders resident in Canada will continue to receive copies of the continuous disclosure documents that are required to be delivered to security holders in the United States, in the same manner and at the same time as is required under the applicable securities laws of the United States and the rules of the SEC and the NYSE.
About Whiting Petroleum Corporation
Whiting, a Delaware corporation, is an independent oil and gas company engaged in the development, production and acquisition of crude oil, NGLs and natural gas properties primarily in the Rocky Mountains region of the United States.  The Company’s largest projects are in the Bakken and Three Forks plays in North Dakota and Montana and the Niobrara play in northeast Colorado.  The Company trades publicly under the symbol WLL on the NYSE. 
Forward-looking statements
This news release contains statements that may be considered to be “forward-looking statements” or “forward looking information” within the meaning of Canadian securities laws.  All statements other than historical facts are forward-looking statements.  When used in this news release, words such as we “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe” or “should” or the negative thereof or variations thereon or similar terminology are generally intended to identify forward-looking statements.  Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, such statements.  These risks and uncertainties include those described under the caption “Risk Factors” in Item 1A of Whiting’s Annual Report on Form 10-K for the period ended December 31, 2020 which is available on SEDAR under the Company’s profile at www.sedar.com, as well as under the Company’s profile at www.sec.gov.  The Company assumes no obligation, and disclaims any duty, to update the forward-looking statements in this news release.
SOURCE Whiting Petroleum Corporation

For further information: please visit http://www.whiting.com.

[…]

Read More…

U.S. regulators are considering tougher disclosure requirements for investment firms in response to this year’s implosion of Archegos Capital Management and trading gyrations in GameStop Corp.
Securities and Exchange Commission officials are exploring how to increase transparency for the types of derivative bets that sank Archegos, the family office of billionaire trader Bill Hwang, according to people familiar with the matter. The regulator also faces pressure from Capitol Hill to shed more light on who’s shorting public companies after the GameStop frenzy.
The review is in its early stages and Gary Gensler, who took over as SEC chairman…

To read the full article log in. To learn more about a subscription click here.

[…]

Read More…

U.S. regulators are considering tougher disclosure requirements for investment firms in response to this year’s implosion of Archegos Capital Management and trading gyrations in GameStop Corp.

Securities and Exchange Commission officials are exploring how to increase transparency for the types of derivative bets that sank Archegos, the family office of billionaire trader Bill Hwang, according to people familiar with the matter. The regulator also faces pressure from Capitol Hill to shed more light on who’s shorting public companies after the GameStop frenzy.

The review is in its early stages and Gary Gensler, who took over as SEC chairman last week, will decide how to proceed, the people said. A spokesman for Gensler declined to comment.

WATCH: Bill Hwang lost his $20 billion fortune in two days with the implosion of Archegos Capital Management.

Source: Bloomberg)

The SEC is focusing on public documents known as forms 13F and 13D that reveal big stock holdings of hedge funds, mutual funds and family offices. Investment firms that own shares worth at least $100 million must file a 13F detailing their portfolios every quarter, while funds issue a 13D once their stake in a single corporation exceeds 5% — alerting other investors that they may be pursuing a hostile takeover or the breakup of the company.

Archegos, which doesn’t appear to have ever filed a 13F or a 13D, used swaps rather than common stock to stealthily amass huge positions, including an estimated $10 billion wager on ViacomCBS Inc. Like derivatives, short-sales are also largely excluded from the forms, an issue that became a flashpoint this year when lawmakers questioned how hedge funds made bearish bets that were seemingly bigger than GameStop’s market value without anyone knowing who was behind the trades.

Read More: Archegos Exposes SEC Blind Spots, Dithering on Market Oversight
Among issues the SEC is evaluating are whether filings should include derivatives and short positions, and if firms should submit 13Fs more frequently than every three months, said the people, who asked not to be identified in discussing internal conversations. An overhaul might help regulators and Wall Street spot risks that are building up in the financial system. The billions of dollars in losses that Archegos triggered for Credit Suisse Group AG and other firms show the consequences of having such blind spots.
“Current reporting is both too slow and it’s incomplete,” said Andrew Park, a senior policy analyst at Americans for Financial Reform, a Washington-based group that pushes for stringent financial regulations. “Few people knew about Archegos until after it had blown up.”

More transparency would be welcomed by business groups that have long argued that investors should be compelled to disclose bets against companies and derivatives that are directly linked to share performance.

But hedge funds and activist investors would likely lobby to fend off changes. Such firms claim that having to reveal short positions would make them targets of corporate smear campaigns and deter trading that can expose badly run companies or even frauds. The industry also says more disclosure isn’t necessary because market participants already know the level of negative wagers made against specific companies even if they can’t see who’s making the trades.
One thorny issue the SEC is examining is how much legal flexibility it has to revamp rules, some of the people said. Current disclosure requirements are based on equity stakes that give investors the right to vote shares in corporate elections, not complex financial instruments like derivatives or options.

Democrats on the House Financial Services Committee are also evaluating whether regulations should be tightened, including by making family offices like Archegos file confidential forms to the SEC that are meant to help identify threats to market stability, a congressional aide said. Even when family offices file 13Fs, they often avoid reporting their investments publicly because the SEC permits them to submit parts of the documents covertly.
Read More: How New Wealth, Few Rules Fueled Family Office Boom

There isn’t yet a push to pass legislation because lawmakers would like to give Gensler time to get up to speed in his new job, according to the aide. In addition, some congressional members believe the SEC has all the authority it needs to make changes.
Any move to increase transparency would be a reversal from what was proposed during the Trump administration when the SEC sought to exempt firms from filing 13Fs unless they held stock worth at least $3.5 billion. The plan was scuttled late last year amid heavy criticism from public companies.

Before it’s here, it’s on the Bloomberg Terminal.

[…]

Read More…

Operating frameworks – and at least some guidelines on just what cryptocurrencies are and how they should be used – may be in the offing sooner rather than later. On Tuesday (April 20), the U.S. House of Representatives passed several pieces of legislation focused on financial services – with one key bill aiming for clarity and transparency in the crypto space through a working group staffed by individuals from two regulatory commissions.
House Resolution 1602, officially titled the “Eliminate Barriers to Innovation Act,” would mandate that the Securities and Exchange Commission (SEC) and Commodity Futures Trading Commission (CFTC) set up a working group known as the “SEC and CFTC Working Group on Digital Assets,” which would submit a report (within a year) that analyzes the legal and regulatory framework tied to digital assets.
Frameworks and Impacts 
The group will analyze “the impact that lack of clarity in such a framework has on primary and secondary markets in digital assets,” and how current regimes impact the competitive position of the U.S. when it comes to digital assets. Recommendations are directed to focus on the creation, maintenance and improvement of primary and secondary markets in digital assets, including improving the fairness, transparency and orderliness of these markets.
In terms of operations of crypto players, the group is tasked with setting standards for custody, private key management, cybersecurity and continuity related to digital asset intermediaries.
The bill was introduced in March by Rep. Patrick McHenry (R-North Carolina), the ranking Republican on the House Financial Services Committee. Upon introducing the bill last month, McHenry said in a statement that “establishing this working group is an important step to provide necessary regulatory clarity. By ensuring increased collaboration, we can create an environment that encourages innovation rather than holding it back. Digital assets have untold potential benefits for consumers, American businesses and our standing as a world leader in developing these technologies.”
The creation of the working group is a nod to some of the basic issues confronting cryptocurrency investors, speculators and those who would leverage the digital offerings to be used, in a wider way, across mainstream commerce.
As PYMNTS reported earlier this week,  the SEC filed suit against Ripple at the end of last year hinges on the very use and definition of digital coins. The SEC maintains that Ripple’s XRP digital coin is a security and is thus subject to regulation. Ripple has countered that XRP is used as a medium of exchange in transactions (moving between jurisdictions), and thus is not defined as a security and cannot be treated as such by the SEC. SEC Chairman Gary Gensler has said cryptos will be a priority under his watch.
In at least one signal that the developers and firms behind crypto launches may have at least some room to maneuver as issues of clarity are settled, Hester Peirce, an SEC commissioner, debuted a Token Safe Harbor Proposal 2.0. That safe harbor would give network developers a three-year “grace period” where they would be exempt from registration provision of federal securities laws as they develop functional or decentralized networks. At the end of the three-year period, there would be an exit report that “would include either an analysis by outside counsel explaining why the network is decentralized or functional, or an announcement that the tokens will be registered under the Securities Exchange Act of 1934.”
Read More On Digital Currency:

——————————
NEW PYMNTS STUDY: OPEN BANKING 2021 

About The Study: Open banking-powered payment offerings have been available in some markets since 2018, but the pandemic drove many consumers to try these solutions for the first time — and there’s no going back. In the Open Banking Report, PYMNTS examines open banking’s rise as merchants and payment services providers worldwide tap into such options to offer secure, seamless account-to-account payments.

[…]

Read More…

… relating to the units and the underlying securities was declared effective by the Securities and Exchange Commission (the “SEC”) on March 1, 2021.

[…]

Read More…

PITTSBURGH, April 21, 2021 (GLOBE NEWSWIRE) — NeuBase Therapeutics, Inc. (Nasdaq: NBSE) (“NeuBase”), a biotechnology company accelerating the genetic revolution with a new class of precision genetic medicines, announced today that it has commenced an underwritten public offering of shares of common stock. 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 or as to the actual size or terms of the offering. In addition, NeuBase intends to grant the underwriters a 30-day option to purchase up to an additional 15% of the shares of common stock sold in the public offering on the same terms and conditions. All of the shares of common stock in the offering will be sold by NeuBase.
RBC Capital Markets, Oppenheimer & Co. Inc. and Chardan are acting as the joint book-running managers for the offering, and National Securities Corp. is acting as a co-manager.
NeuBase intends to use the net proceeds from the offering for general corporate purposes, working capital and development of its product candidates and pipeline expansion.
The securities described above will be offered by NeuBase pursuant to an effective “shelf” registration statement on Form S-3 (File No. 333-254980) previously filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2021 and declared effective by the SEC on April 14, 2021. The securities may be offered only by means of a prospectus. A preliminary prospectus supplement and the accompanying prospectus relating to and describing the offering will be filed with the SEC. Electronic copies of the preliminary prospectus supplement and the accompanying prospectus may be obtained by visiting the SEC’s website at www.sec.gov or by contacting RBC Capital Markets, Attention: Equity Syndicate, 200 Vesey Street, 8th Floor, New York, NY 10281, or by telephone at (877) 822-4089 or by e-mail at [email protected], Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, NY 10004, or by telephone at (212) 667-8055 or by e-mail at [email protected], or Chardan, 17 State Street, 21st floor, New York, New York 10004, by telephone at (646) 465-9032 or by e-mail at [email protected].
This press release does not constitute an offer to sell or the solicitation of an offer to buy, 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 the registration or qualification under the securities laws of any such state or jurisdiction.
About NeuBase Therapeutics:
NeuBase is accelerating the genetic revolution by developing a new class of precision genetic medicines which can be designed to increase, decrease, or change gene function, as appropriate, to resolve genetic defects that drive disease. NeuBase’s targeted PATrOL™ therapies are centered around its proprietary drug scaffold to address genetic diseases at the DNA or RNA level by combining the highly targeted approach of traditional genetic therapies with the broad organ distribution capabilities of small molecules. With an initial focus on silencing disease-causing mutations in debilitating neurological, neuromuscular, and oncologic disorders, NeuBase is committed to redefining medicine for the millions of patients with both common and rare conditions. To learn more, visit www.neubasetherapeutics.com.
Forward-Looking Statements:
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. These forward-looking statements include, among other things, statements regarding NeuBase’s expectations on the timing, size and completion of the offering, the amount of proceeds expected from the offering and the anticipated use of proceeds therefrom. These forward-looking statements are distinguished by use of words such as “will,” “would,” “anticipate,” “expect,” “believe,” “designed,” “plan,” or “intend,” the negative of these terms, and similar references to future periods. These views involve risks and uncertainties that are difficult to predict and, accordingly, our actual results may differ materially from the results discussed in our forward-looking statements. Our forward-looking statements contained herein speak only as of the date of this press release. Factors or events that we cannot predict, including those risk factors contained in our prospectus supplement and related prospectus for this proposed offering filed with the SEC and our other filings with the SEC, may cause our actual results to differ from those expressed in forward-looking statements. NeuBase may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in the forward-looking statements, and you should not place undue reliance on these forward-looking statements. Because such statements deal with future events and are based on NeuBase’s current expectations, they are subject to various risks and uncertainties, and actual results, performance or achievements of NeuBase could differ materially from those described in or implied by the statements in this press release, including: risks and uncertainties associated with market conditions; the satisfaction of customary closing conditions related to the proposed public offering; NeuBase’s plans to develop and commercialize its product candidates; the timing of initiation of NeuBase’s planned clinical trials; the timing of the availability of data from NeuBase’s clinical trials; the timing of any planned investigational new drug application or new drug application; NeuBase’s plans to research, develop and commercialize its current and future product candidates; the clinical utility, potential benefits and market acceptance of NeuBase’s product candidates; NeuBase’s commercialization, marketing and manufacturing capabilities and strategy; global health conditions, including the impact of COVID-19; NeuBase’s ability to protect its intellectual property position; and the requirement for additional capital to continue to advance these product candidates, which may not be available on favorable terms or at all, as well as those risk factors contained in our filings with the SEC. Except as otherwise required by law, NeuBase disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date hereof, whether as a result of new information, future events or circumstances or otherwise.
NeuBase Investor Information:
Dan FerryManaging DirectorLifeSci Advisors, LLCOP: (617) [email protected]
NeuBase Media Information:
Jessica Yingling, Ph.D.Little Dog Communications Inc.(858) 344-8091jessica@litldog.

[…]

Read More…

David Meyer, president of the Public Investors Arbitration Bar Association, said in a recent statement that “investors who are customers of brokerage firms have been at a severe disadvantage for decades now by being forced into the single avenue of mandatory arbitration.”
Investors who are customers of registered investment advisors, Meyer said, “are typically forced into arbitration forums that are cost-prohibitive and not well suited to handle investment disputes. Those of us who fight in the trenches every day for investors seeking relief from financial advisor abuses know all too well that the Investor Choice Act of 2021 is urgently needed.”
Arbitration, Meyer continued, “has its upsides and FINRA has made great improvements to its dispute resolution forum for brokers and brokerage firms over the past 20 years. However, when an investor has a dispute with a registered investment advisor (as opposed to a broker or brokerage firm), they are usually forced into other arbitration forums which have not made the same improvements, and which are often cost prohibitive. Investors may be left with no justice at all, and firms are not held accountable for their misconduct.”
Ken Bentsen, president and CEO of the Securities Industry and Financial Markets Association, said in another statement that “SIFMA believes we should preserve the current enforceability of arbitration clauses in customer contracts and therefore strongly opposes any effort to ban them.”
The securities arbitration system “has worked effectively for decades because it is subject to public oversight, regulatory oversight by multiple independent regulators, and rules of procedure that are designed to benefit investors,” Bentsen said. “Pre-dispute arbitration agreements are a vital component of this system. Such agreements help shape the public policy in favor of arbitration that has been recognized by both Congress and the U.S. Supreme Court.

[…]

Read More…

(Photo by Andrew Harrer/Bloomberg via Getty Images)

The opaqueness federal agencies are known for is not a design feature as much as it is an ancillary consequence of a complicated world. Nobody is necessarily hiding how these organizations are run or what they are doing. But with at least dozens of these federal entities in existence — and maybe hundreds, depending on how you define “federal agency” — it can get a bit overwhelming.
Still, getting to know certain federal agencies is worth the time. For anyone even tangentially involved in the financial industry, the swearing-in of the new U.S. Securities and Exchange Commission (SEC) Chairman, Gary Gensler, is the perfect excuse for a little review, as well as a glimpse into what to expect in the coming months.
The SEC is headed by five Commissioners, each of whom serves for a five-year term. The President of the United States appoints the five Commissioners, with the advice and consent of the Senate. The President also designates one of the five Commissioners as the SEC Chairman, the agency’s top executive. The terms are staggered so that the term of one of the five Commissioners ends on June 5 of every year, although a Commissioner may serve for about 18 months after the expiration of his or her term if a replacement is not confirmed before then.
For the first few months of 2021, the Acting Chair of the SEC, Allison Herren Lee, was responsible for implementing the new direction of the agency under the Joe Biden administration. Now, though, Gary Gensler will be taking the reins as Chairman. His confirmation puts the Commission back up to full strength at five members. Of the five current Commissioners’ terms, Ms. Lee’s is the first set to expire, in 2022.
The confirmation process for Mr. Gensler moved relatively quickly after he was selected for the position of SEC Chair by President Biden on February 3. On April 14, three Republican senators joined all Democratic senators in a 53-45 Senate vote to confirm Mr. Gensler. Most Republicans were against the nomination because of Mr. Gensler’s apparent intentions to broaden the SEC’s regulatory activities. Following his confirmation vote, Mr. Gensler was sworn in on April 17.
Republican fears of increased regulatory efforts may be genuine. During his Senate banking committee confirmation hearing, Mr. Gensler praised bitcoin and other cryptocurrencies as “a catalyst for change,” but also emphasized his duty was “at the core, [to] ensure investor protection.”
“I’m concerned he will cause the SEC to use its regulatory powers to advance a liberal social agenda focused on issues such as global warming, political spending disclosures, and racial inequality and diversity,” Republican Senator Patrick Toomey said in the course of the debate over Mr. Gensler’s confirmation. Senator Toomey argued that securities laws were not the “appropriate vehicle” to address these issues.
Mr. Gensler’s cryptocurrency background is somewhat unique among those in SEC leadership roles. He is a senior advisor to the MIT Media Lab Digital Currency Initiative, and as a professor at MIT Sloan School of Management, he taught the courses blockchain technology, financial technology, digital currencies, and public policy. Cryptocurrency aficionados are hopeful that with Mr. Gensler as Chairman, the SEC will finally approve a bitcoin exchange-traded fund before the end of 2021.
Despite his fintech street cred, other aspects of Mr. Gensler’s resume are pretty much par for the course within the higher echelons of federal financial regulatory agencies. He is a former Goldman Sachs executive, and worked within the Clinton and Obama administrations.
“I feel incredibly privileged to join the SEC’s team of remarkable public servants,” Mr. Gensler said in a public statement following his swearing-in. “As Chair, every day I will be animated by our mission: protecting investors, facilitating capital formation, and promoting fair, orderly, and efficient markets. It is that mission that has helped make American capital markets the most robust in the world.”
Well, I think we can all wish him success in that broad mission. As far as what to expect on a more granular level, only time will tell, of course. But the smart money is on more robust financial industry regulation in the coming months, and we might even see the SEC take a head-on approach to cryptocurrency markets under the leadership of Chairman Gensler.

Jonathan Wolf is a civil litigator and author of Your Debt-Free JD (affiliate link). He has taught legal writing, written for a wide variety of publications, and made it both his business and his pleasure to be financially and scientifically literate. Any views he expresses are probably pure gold, but are nonetheless solely his own and should not be attributed to any organization with which he is affiliated. He wouldn’t want to share the credit anyway. He can be reached at [email protected].

[…]

Read More…

Join FTFPremier Today!
Already a Member? Click here to Login

Unlimited FTFNews.com article access
FTF Special Reports
Digital issues of FTF Focus Magazine
Video Interviews
Podcasts
Weekly News Alerts
Discount on FTF Conferences and Events
Discount on FTF Training Seminars
Print Issues of FTF Focus Magazine
Annual delivery of printed FTF Buyer’s Guide

FTF Premier FULLFTFNEWS.

[…]

Read More…

SHANGHAI, April 21, 2021 /PRNewswire/ — ZTO Express (Cayman) Inc. (NYSE: ZTO and HKEX: 2057), a leading and fast-growing express delivery company in China (“ZTO” or the “Company”), today announced that it filed its annual report on Form 20-F for the fiscal year ended December 31, 2020 with the U.S. Securities and Exchange Commission (“SEC”) on April 21, 2021. The annual report can be accessed on the Company’s investor relations website at http://zto.investorroom.com as well as the SEC’s website at http://www.sec.gov.  
The Company will provide a hard copy of its annual report containing the audited consolidated financial statements, free of charge, to its shareholders upon request. Requests should be directed to the Company’s IR Department at [email protected].
The Company has also today published its annual report for Hong Kong purposes pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“HKEX”), which can be accessed on the Company’s investor relations website at http://zto.investorroom.com as well as the HKEX’s website at http://www.hkexnews.hk.
About ZTO Express (Cayman) Inc.
ZTO is a leading and fast-growing express delivery company in China. ZTO provides express delivery service as well as other value-added logistics services through its extensive and reliable nationwide network coverage in China.
ZTO operates a highly scalable network partner model, which the Company believes is best suited to support the significant growth of e-commerce in China. The Company leverages its network partners to provide pickup and last-mile delivery services, while controlling the mission-critical line-haul transportation and sorting network within the express delivery service value chain.
For more information, please visit http://zto.investorroom.com.
For investor and media inquiries, please contact:
ZTO Express (Cayman) Inc.
Investor Relations
E-mail: [email protected]
Phone: +86 21 5980 4508 
SOURCE ZTO Express (Cayman) Inc.

[…]

Read More…

Those units not separated will continue to trade on the New York Stock … Securities and Exchange Commission (the “SEC”) website at www.sec.

[…]

Read More…

… 2021, and accompanying prospectus, dated March 2, 2021, each of which has been filed with the Securities and Exchange Commission, contain a …

[…]

Read More…

Traders work on the floor of the New York Stock Exchange (NYSE) on Friday.
Spencer Platt / Staff | Getty Images

SPAC mania has come to a screeching halt.
Just last month, special purpose acquisition companies celebrated a head-turning milestone by breaking their 2020 issuance record in just three-month’s time. After more than 100 new deals in March alone, issuance is nearly at a standstill with just 10 SPACs in April, according to data from SPAC Research.

The drastic slowdown came after the Securities and Exchange Commission issued accounting guidance that would classify SPAC warrants as liabilities instead of equity instruments. If it becomes law, deals in the pipeline as well as existing SPACs would have to go back and recalculate their financials in 10-Ks and 10-Qs for the value of warrants each quarter.
“SPAC transactions have essentially come to a halt,” said Anthony DeCandido, partner at RSM LLP. “This is going to cause these companies a lot of money to evaluate and value those warrants each quarter rather than just at the start of the SPAC. Many of these groups lack the sophistication internally to do this themselves.”
SPACs raise capital in an initial public offering and use the cash to merge with a private company and take it public, usually within two years. Warrants are a deal sweetener that offers early investors more compensation for their cash.
This potential accounting rule change could be a huge blow to the SPAC market as it could take away the incentives for sponsors and operating companies to opt for this alternative IPO vehicle — low level of scrutiny and the ability to move quickly. Meanwhile, restating financials could further dent investor confidence in a market that’s already highly volatile and oftentimes viewed as speculative.
“In the accounting world, that is one of the biggest challenges you can face is if you have completed work and then you have to go back and do it because it just shows poorly to the outside and evokes the level of public trust you really want,” DeCandido said. “It just further scrutinizes what’s already been a very misunderstood exit plan in SPACs.”

To make matters worse, more than 90% of SPACs are audited by just two accounting firms over the past six years, Marcum and WithumSmith+Brow, according to SPAC Research. This could mean a significant backlog ahead as SPACs scramble to adhere to new accounting rules.

Many SPAC stocks are in a freefall amid the regulatory hit. The proprietary CNBC SPAC Post Deal Index, which is comprised of the largest SPACs that have announced a target or those that have already completed a SPAC merger within the last two years, has wiped out 2021 gains and fallen more than 20% year-to-date as of Tuesday’s close.
Signs emerged that retail investors might be having second thoughts about SPACs. Bank of America’s client flows showed that retail SPAC buying slowed down significantly from $120 million weekly net purchase at the beginning of the year to just single digits in April.
“Early data from April suggest that retail may be returning back to their ‘traditional’ roots, favoring more established companies over low-priced, speculative securities,” Bank of America analysts said in a note on Mondays.
Clover Health, which merged with Chamath Palihapitiya’s Social Capital Hedosophia Holdings Corp. III in January dropped more than 10% on Tuesday, pushing its 2021 losses to nearly 50%.
SPAC dMY Tech, which is taking sports betting company Genius Sports public on Wednesday under symbol GENI, plunged more than 11% Tuesday.
— With assistance from CNBC’s Gina Francolla.

[…]

Read More…

Sign up to receive the Bloomberg Green newsletter in your inbox every weekday.

Since late February, the U.S. Securities and Exchange Commission has issued at least five public statements spelling out the wide variety of climate-related risks facing businesses and investors. It’s also warned the money-management industry about mislabeling ESG funds as being green when they really aren’t at all.

Explore dynamic updates of the earth’s key data points

More from

And last week’s confirmation of Gary Gensler, President Joe Biden’s appointee to lead the SEC, ratcheted up expectations that the agency will toughen oversight as compared with the previous administration. Gensler, who previously served as chairman of the Commodity Futures Trading Commission, indicated at a Senate hearing in March that he plans to stick with the same focus on ESG issues put in place by Allison Herren Lee, who had been serving as acting chair.

Allison Herren Lee 
Photographer: Andrew Harrer/Bloomberg

As we mark the 51st anniversary of Earth Day tomorrow, one of the world’s most influential financial regulators has accomplished a 180-degree turn in only a few short months. The SEC made plain its new direction on Feb. 26, when it issued a bulletin to educate investors about environmental, social and governance funds that laid out key questions consumers should ask before doling out any money.

Less than a week later, the regulator followed up with a statement from the Division of Examinations listing its top priorities. The first was climate-related risks.

Among other steps, the SEC plans to monitor “proxy voting policies and practices to ensure voting aligns with investors’ best interests and expectations, as well as a firm’s business continuity plans in light of intensifying physical risks” associated with climate change. “Through these and other efforts, we are integrating climate and ESG considerations into the agency’s broader regulatory framework,” Lee wrote.

A day later, on March 4, the SEC announced the creation of a climate and ESG task force within the Division of Enforcement to develop initiatives to proactively identify ESG-related misconduct. The initial focus will be to uncover any material gaps or misstatements in issuers’ disclosure of climate risks under existing rules.

Gary Gensler 
Photographer: Bloomberg
Lee then wrote in a March 15 statement that she had asked staff to evaluate the SEC’s rules “with an eye toward facilitating the disclosure of consistent, comparable and reliable information.” Investor demand for specifics about “climate change risks, impacts and opportunities has grown dramatically” since 2010, she said.

“Climate and ESG are front and center for the the SEC,” Lee wrote. “We understand these issues are key to investors—and therefore key to our mission.”

On April 9, the commission’s Division of Examinations issued a “risk alert,” saying there’s a high likelihood that some investment advisers are promoting funds as ESG products when the reality is quite different. Certain mischaracterizations were so bad that the agency signaled firms— without naming any—may be violating securities laws.
The string of pronouncements makes clear the SEC is serious about stamping out the mis-selling of investment products and improving corporate disclosures. The onus is now on Gensler and his colleagues to follow through to ensure that investors are protected.
Sustainable finance in brief

Photographer: Bloomberg

Barclays retreats on bond deal after accusations that it was violating a pledge to no longer finance for-profit prison companies.
Two big shareholder-advisory firms are on opposing sides of corporate racial audits. Glass Lewis recommends shareholders vote in favor of such proposals. But Institutional Shareholder Services is urging investors to vote against racial audits.
Banks face growing pressure to phase out fossil fuel lending, as investors managing $11 trillion bring the hammer down.
Beyond its billion-dollar debut, BlackRock’s ESG fund might feel awfully familiar to most investors because it looks like a big tech ETF.
The ex-chairman of China Huarong Asset Management was executed by the Chinese government for bribery and bigamy. His case points up a bigger problem with the country’s banking industry.

Bloomberg Green publishes the Good Business newsletter every Wednesday, providing unique insights on climate-conscious investing and the frontiers of sustainability.
Like getting the Green Daily newsletter? Subscribe to Bloomberg.com for unlimited access to breaking news on climate and energy, data-driven reporting and graphics, Bloomberg Green magazine and more.
Bloomberg Green Summit: Join Bloomberg on April 26 and April 27 to hear from former U.S. Vice President Al Gore, climatologist Dr. Michael E. Mann and the CEOs of Dow and Ariel Investments as they discuss their commitment to a net-zero economy, how to rebuild after the pandemic and what they’re doing to inspire and enact lasting change. Register here.

Something new we think you’d like: We’ve launched a newsletter about the future of cars, written by Bloomberg reporters around the world. Be one of the first to sign up to get Hyperdrive in your inbox.

Before it’s here, it’s on the Bloomberg Terminal.

[…]

Read More…