Phillips Nizer is pleased to have represented the Union for Reform Judaism (the “URJ”) on a pro bono basis in the successful conclusion of the refinancing of its $26.5 million working capital term loan. Our firm’s team was led by corporate partner R. Brian Brodrick, assisted by managing partner Marc A. Landis and associate Huyen K. Dang. 

Phillips Nizer represented an affiliate of its legacy client BRM Development in the acquisition of the Hannaford Plaza shopping center located in East Greenbush, New York, in a tax-favorable transaction, for a purchase price in excess of $17 million, with financing provided through UBS AG New York Branch.

In early September, the Phillips Nizer real estate team, assisted by the corporate practice, closed the sale of 16 multi-family and mixed-use residential properties in the Inwood and Washington Heights neighborhoods of Manhattan on behalf of our client LJJ Funds.  Partners Marc Landis and Brian Brodrick and associates David Rosenberg and Lauren Abecassis staffed the transaction, which was covered by The Real Deal.  To read the article click here. Access requires subscription.
 

The Phillips Nizer real estate team, supported by the corporate and tax practice groups, recently completed a year-long effort to restructure the ownership of five New York City low-income housing developments on behalf of a long-time client. 

On September 16, 2020, the Securities and Exchange Commission (the “SEC” or the “Commission”) adopted amendments to Rule 15c2-11 (the “Rule”) under the Securities Exchange Act of 1934 (the “Exchange Act”), which governs the publication of quotations for securities in a quotation medium other than a national securities exchange, i.e., over-the-counter (“OTC”) securities. Among other matters, the amendments require information about issuers to be current and publicly available for broker-dealers to quote their securities in the OTC market; narrow reliance on certain exceptions from the Rule’s requirements, including the piggyback exception; add new exceptions for the quotations of securities that may be less susceptible to fraud and manipulation; and remove obsolete provisions.

On November 2, 2020, the Securities and Exchange Commission (the “SEC”) adopted a number of significant amendments to the rules under the Securities Act of 1933, as amended (the “Securities Act”), which govern the manner in which securities may be sold without registration under the Securities Act. The amendments will be effective commencing on March 15, 2021.

On November 19,  2020, the Securities and Exchange Commission (“SEC”) adopted significant amendments to the financial disclosure rules under Regulation SK of the Securities Act of 1933, as amended (the “Securities Act”).

On September 23, 2020, the Securities and Exchange Commission (“SEC”), adopted amendments to Rule 14-8 under the federal proxy rules, which govern the manner in which shareholders may seek to include a proposal in a company’s proxy statement to shareholders. Rule 14a-8 requires companies that are subject to the federal proxy rules to include certain shareholder proposals in their proxy statements, subject to certain procedural and substantive requirements.       
  
The amendments will apply to any proposal submitted for an annual or special meeting to be held on or after January 1, 2022.  The amendments also provide for a transition period with respect to the ownership thresholds that will allow shareholders meeting specified conditions to rely on the current $2,000/one-year ownership threshold for proposals submitted for an annual or special meeting to be held prior to January 1, 2023.

On August 26, 2020, the Securities and Exchange Commission (the “SEC”) adopted amendments to modernize the business (Item 101), legal proceedings (Item 103), and risk factor (Item 105) disclosure requirements of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”), which are applicable to periodic reports and registration statements filed by public companies. 
 
 

On August 26, 2020, the Securities and Exchange Commission (“SEC”), adopted  amendments to the definition of “accredited investor” in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) to add new categories of qualifying natural persons and entities and to make certain other modifications to the existing definition. According to the SEC, the amendments are intended to update and improve the definition to identify more effectively investors that have sufficient knowledge and expertise to participate in investment opportunities that do not have the rigorous disclosure and procedural requirements, and related investor protections, provided by registration under the Securities Act.

In May 2020, the Securities and Exchange Commission (“SEC”) adopted major changes (the “Amendments”) to its rules and forms relating to the historical and pro forma financial statements and information that must be provided by public companies in connection with business acquisitions and dispositions. 
 
The Amendments are effective on January 1, 2021. Voluntary early compliance with the Amendments is permitted in advance of the mandatory compliance date provided that the Amendments are applied in their entirety from the date of early compliance.

Major changes to SEC Disclosure Rules For Mining Companies Will Become Mandatory in 2021.  In October 2018, the Securities and Exchange SEC (“SEC”) adopted major changes (the “New Mining Disclosure Rules”) to the SEC’s disclosure regulations for public mining companies.  Registrants have been permitted to comply with the New Mining Disclosure Rules on a voluntary basis since 2019, but they will become mandatory for fiscal years beginning on or after January 21, 2021.  For mining company registrants that have not already begun to comply with the New Mining Disclosure Rules on a voluntary basis, it is not too early to become familiar with the new Rules.