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Jason Day is the firmwide chair of the Corporate practice and a member of the firm's Executive Committee. Jason serves as a trusted advisor to public companies on their most sensitive securities and corporate governance matters. He regularly counsels public company boards of directors and management on SEC disclosure obligations, fiduciary duties, internal investigations, proxy advisory firm standards and stockholder activism matters.

Jason has represented issuers and underwriters in dozens of capital markets offerings, including underwritten equity and debt offerings, initial public offerings, Rule 144A offerings and convertible note offerings, among others. He also counsels companies and their boards on public company change in control transactions, including mergers, tender offers, and SPAC transactions.

In a word, probably not. Okay, that’s two words. I find that some in-house lawyers will look at the SEC Staff comment letters sent to their peer companies to get an inkling of what the Staff might ask their company about their 10-Ks and 10-Qs.

But otherwise, keeping track of comment letter trends is something

I never thought I’d miss business travel. Not taking a business trip for over a year has been as big of a change to my routine as working from home. With clients all over the country, plus law firm leadership responsibilities, I used to travel a lot, and probably flew somewhere almost once a week.

It’s important to know what to do when dealing with SEC Staff comments on your filings. But it’s just as important to know what not to do! Here are some pro tips to consider:

  1. Don’t Rush the Process – The comment letter will typically state that you have you 10 business days to respond to

Following up on my recent blog about the basics of the Corp Fin comment process, you should know that effectively responding to SEC comments is part art and part science. It takes a bit of both to be sure that you fully and accurately respond, which should definitely help you in your efforts to preempt

This one may be a “sleeper” rule change for you. I didn’t pay much attention to it initially as it was adopted along with the relaxed requirements for shareholder approval of related-party equity issuances – but some companies may need to make changes to their audit committee charters and/or related party transaction policies.

A few

The Caller ID shows the SEC calling from a “202” area code. A small pit forms in your stomach. What did we do wrong?

The SEC Staffer asks for an email address to send a comment letter, weighing in on your recent 10-K filing and you are left waiting nervously for a couple hours to find out how bad (or good) the comments are…
Continue Reading For the Uninitiated, The Basics of the Corp Fin Comment Process