Photo of Stephen Cohen

Stephen Cohen

Subscribe to Stephen Cohen's Posts

Stephen Cohen is a partner in the Corporate Practice Group in the firm's New York office.

Contact:Read more about Stephen Cohen

Key Takeaways

On December 19, 2025, the U.S. Securities and Exchange Commission (“SEC”) published a notice to solicit comments on the proposal to provide Nasdaq with limited discretion to deny initial listings even when applicants meet all stated listing requirements.[1] Nasdaq’s proposal stemmed from its observation of unusual trading in securities of certain companies, noting the SEC has imposed temporary trading suspensions pursuant to Section 12(k) of the Securities Exchange Act of 1934, as amended, with respect to listed securities based upon concerns about potential market manipulation as a result of recommendations made to investors by unknown persons via social media platforms. Continue Reading Proposal Granting NASDAQ Discretion To Deny Initial Listings Even If Listings Requirements Are Satisfied

On August 25, 2022, the Securities and Exchange Commission adopted a pay versus performance rule in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act. The rule requires a registrant to disclose, in a proxy statement or an information statement in which executive compensation disclosure is required to be included, how executive compensation actually paid by the registrant to its named executive officers is related to the financial performance of the registrant. The new rule is intended to “provide investors with important and decision-useful information for comparison purposes in one place when they evaluate a registrant’s executive compensation practices and policies, including for purposes of the shareholder advisory vote on executive compensation, votes on other compensation matters, director elections, or when making investment decisions.”Continue Reading SEC Releases Pay Versus Performance Disclosure Requirements For Public Companies

On April 9, 2020, the Federal Reserve issued a term sheet for each of the Primary Market Corporate Credit Facility (“PMCCF”) and the Secondary Market Corporate Credit Facility (the “SMCCF”).  Under the PMCCF and the SMCCF, the Federal Reserve Bank of New York (“Reserve Bank”) will commit to lend to a special purpose vehicle (“SPV”) on a recourse basis.  Under the PMCCF, the SPV will (i) purchase qualifying bonds as the sole investor in a bond issuance; and (ii) purchase portions of syndicated loans or bonds at issuance.  Under the SMCCF, the SPV will purchase in the secondary market eligible individual corporate bonds as well as eligible corporate bond portfolios in the form of exchange-traded funds (“ETFs”).  The Reserve Bank will be secured by all the assets of the SPV.
Continue Reading Primary And Secondary Market Corporate Credit Facilities