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Articles by John Bessonette
Herbert Smith Freehills Kramer advises Acoustic, L.P. in sale of its DemandTec business to Longshore Capital Partners
News Deals and Cases Herbert Smith Freehills Kramer advised Acoustic, L.P. in the sale of its DemandTec business, a pioneer in AI-powered pricing, promotions and markdown optimization technology, to Longshore Capital Partners. The deal, the terms of which are confidential, was announced on September 4, 2025. DemandTec will operate as a standalone company under the existing leadership team.
Herbert Smith Freehills Kramer advises LATAM Airlines shareholders on $766 million secondary equity offering
News Deals and Cases Herbert Smith Freehills Kramer's corporate team advised the selling shareholders in relation to their $766 million secondary equity offering of LATAM Airlines American Depositary Shares (ADSs).
SEC Adopts Amendments To Rules Governing Beneficial Ownership Reporting
On Oct. 10, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (Exchange Act). These amendments shorten the period for making both initial filings and amendments and require that certain information be presented in a structured data format.
SEC Adopts Amendments to Rules Governing Beneficial Ownership Reporting | JD Supra
On Oct. 10, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (Exchange Act). These amendments shorten the period for making both initial filings and amendments and require that certain information be presented in a structured data format.
SEC Adopts Amendments to Rules Governing Beneficial Ownership Reporting
On Oct. 10, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (Exchange Act). These amendments shorten the period for making both initial filings and amendments and require that certain information be presented in a structured data format.
Corporate Governance: 2023 Midyear Review
The public and private focus on corporate governance continued apace in the first half of 2023. In recent months, there were notable developments in jurisprudence potentially impacting corporate diversity initiatives and in the regulation of crypto asset trading platforms.
Corporate Governance: 2023 Midyear Review | JD Supra
The public and private focus on corporate governance continued apace in the first half of 2023. In recent months, there were notable developments in jurisprudence potentially impacting corporate diversity initiatives and in the regulation of crypto asset trading platforms.
SEC Amends Share Repurchase Disclosure Rules | JD Supra
On May 3, 2023, the Securities and Exchange Commission (SEC) adopted amendments to increase disclosures for issuer repurchases of shares or other equity securities that are registered under Section 12 of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b5-1 trading plans. The SEC press release announcing the amendments, the final rule adopting release and a summary fact sheet are available here.
SEC Amends Share Repurchase Disclosure Rules
On May 3, 2023, the Securities and Exchange Commission (SEC) adopted amendments to increase disclosures for issuer repurchases of shares or other equity securities that are registered under Section 12 of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b5-1 trading plans. The SEC press release announcing the amendments, the final rule adopting release and a summary fact sheet are available here.
SEC Announces Enforcement Action for Misleading Non-GAAP Disclosures | JD Supra
The Securities and Exchange Commission (SEC) recently entered into a consent order with IT services company DXC Technology (DXC) with respect to DXC’s alleged violations of the Securities Act and the Exchange Act.
SEC Announces Enforcement Action for Misleading Non-GAAP Disclosures
The Securities and Exchange Commission (SEC) recently entered into a consent order with IT services company DXC Technology (DXC) with respect to DXC’s alleged violations of the Securities Act and the Exchange Act.
Cybersecurity in the Boardroom: ‘Caremark’ Liability for Boards’ Failure to Oversee Cybersecurity | JD Supra
In an era of increasing cyberattacks by varying threat actors, the board's oversight of cybersecurity risks remains a key responsibility. In two recent cases, the Delaware Court of Chancery (Chancery Court) dismissed Caremark claims against directors following major cybersecurity incidents, concluding that the plaintiffs had failed to plead specific facts from which bad faith liability on the part of the directors could plausibly be inferred.
Cybersecurity in the Boardroom: ‘Caremark’ Liability for Boards’ Failure to Oversee Cybersecurity
In an era of increasing cyberattacks by varying threat actors, the board's oversight of cybersecurity risks remains a key responsibility. In two recent cases, the Delaware Court of Chancery (Chancery Court) dismissed Caremark claims against directors following major cybersecurity incidents, concluding that the plaintiffs had failed to plead specific facts from which bad faith liability on the part of the directors could plausibly be inferred.
SEC Adopts T+1 Settlement Cycle | JD Supra
On Feb. 15, the Securities and Exchange Commission (SEC) adopted final rule amendments to Exchange Act Rule 15c6-1 to shorten the standard settlement cycle for most securities transactions from two business days after trade date (T+2) to one (T+1). The SEC also adopted new rules related to institutional trades by broker-dealers to facilitate efficient trade processing. The SEC press release is available here, including links to the final rule amendments and a summary fact sheet.
SEC Adopts T+1 Settlement Cycle
On Feb. 15, the Securities and Exchange Commission (SEC) adopted final rule amendments to Exchange Act Rule 15c6-1 to shorten the standard settlement cycle for most securities transactions from two business days after trade date (T+2) to one (T+1). The SEC also adopted new rules related to institutional trades by broker-dealers to facilitate efficient trade processing. The SEC press release is available here, including links to the final rule amendments and a summary fact sheet.
Corporate Governance: 2022 Year-End Review
Since Kramer Levin issued its Corporate Governance: 2022 Midyear Review, a wave of enforcement actions by the Department of Justice (DOJ) and Securities and Exchange Commission (SEC) has underscored the continued importance of heightened attention to corporate governance issues, including maintaining and following adequate disclosure controls and procedures involving anti-money laundering (AML) and environmental, social, and governance (ESG) efforts. For example: On Dec.
Widespread Disruption in Crypto Markets Prompts New SEC Disclosure Considerations | JD Supra
On Dec. 8, 2022, the Securities and Exchange Commission’s (SEC) Division of Corporate Finance (the Division) posted a sample comment letter (the Letter) on its website that provides guidance to public companies regarding the “recent bankruptcies and financial distress among crypto asset market participants.” The Letter is available here.
SEC Updates Guidance for Non-GAAP Disclosures | JD Supra
December 21, 2022 Christopher Auguste, John Bessonette, Jenna Burch-Smith, Alan Friedman, Shari Kahn Krouner, Todd Lenson, Jordan Rosenbaum, Jeffrey Taub, Daniel Zimmerman Kramer Levin Naftalis & Frankel LLP + Follow x Following x Following - Unfollow Contact To embed, copy and paste the code into your website or blog: On December 13, 2022, the SEC’s Division of Corporation Finance updated several Compliance and Disclosure Interpretations addressing the presentation of non-GAAP financial...
SEC Updates Guidance for Non-GAAP Disclosures
On December 13, 2022, the SEC’s Division of Corporation Finance updated several Compliance and Disclosure Interpretations addressing the presentation of non-GAAP financial measures, available here. The updates are as follows: Question 100.01. As revised, this Question clarifies when adjustments to non-GAAP measures that are not explicitly prohibited can be misleading. Consistent with the previous guidance, this determination is based on a company’s individual facts and circumstances.
SEC Adopts New Conditions and Disclosures Regarding 10b5-1 Plans | JD Supra
On Dec. 14, 2022, the Securities and Exchange Commission (SEC) adopted amendments to Rule 10b5-1, generally in the form issued for comment in January 2022 (replacing the version initially published on Dec. 15, 2021), which we discussed in a previous alert. The amendments include new conditions to the affirmative defense under Rule 10b5-1, create new disclosure requirements regarding the use of 10b5-1 Plans in periodic reports, and update Forms 4 and 5.
SEC Adopts New Conditions and Disclosures Regarding 10b5-1 Plans
On Dec. 14, 2022, the Securities and Exchange Commission (SEC) adopted amendments to Rule 10b5-1, generally in the form issued for comment in January 2022 (replacing the version initially published on Dec. 15, 2021), which we discussed in a previous alert. The amendments include new conditions to the affirmative defense under Rule 10b5-1, create new disclosure requirements regarding the use of 10b5-1 Plans in periodic reports, and update Forms 4 and 5.
CFTC Asserts DAO Members Are Liable for Actions of the DAO | JD Supra
In a new development, the Commodity Futures Trading Commission (CFTC or Commission) has charged that “voting members” of the Ooki DAO are liable for its violations of the Commodity Exchange Act (CEA) and CFTC regulations by facilitating margined and leveraged retail commodity transactions.[1] This is notable because it is the first instance of a federal agency asserting that members of a Decentralized Autonomous Organization (DAO) are liable for the actions of the DAO simply because they were...
The Rise and Recognition of the DAO | JD Supra Original
“Blockchains” have been hyped as the most important technological revolution since the internet. As of the writing of this article, cryptocurrencies and NFTs are valued at over $1 trillion, despite the continued volatility in their value. While cryptocurrencies are the first thing most think of when they hear “blockchain,” one of the most interesting applications for blockchain technologies is not the next initial coin offering.
The End of LIBOR | JD Supra
On March 5, 2021, the ICE Benchmark Administration (IBA), UK Financial Conduct Authority (FCA) and International Swaps and Derivatives Association (ISDA) made important announcements regarding the timelines of the cessations of the London Interbank Offered Rate (LIBOR).
NYSE Proposes Amendments To Its Related Party And 20% Shareholder Approval Rules
To print this article, all you need is to be registered or login on Mondaq.com. On Dec. 28, 2020, the New York Stock Exchange (NYSE) proposed amendments to its rules requiring shareholder approval prior to the issuance of securities to Related Parties or in excess of 20% of the issuer's voting power or outstanding common stock.
SEC Provides Disclosure Guidance on SPAC IPO and Subsequent Business Combination Transactions | JD Supra
On Dec. 22, 2020, the Staff of the Division of Corporation Finance (Staff) issued CF Disclosure Guidance: Topic 11 – Special Purpose Acquisition Companies to provide its views about certain disclosure considerations for special purpose acquisition companies (SPACs) in connection with their initial public offerings (IPOs) and subsequent business combination transactions.
NYSE Proposes Amendments to Its Related Party and 20% Shareholder Approval Rules | Lexology
On Dec. 28, 2020, the New York Stock Exchange (NYSE) proposed amendments to its rules requiring shareholder approval prior to the issuance of securities to Related Parties or in excess of 20% of the issuer’s voting power or outstanding common stock.
How Regulation of Leveraged Lending Will Change Under President Biden | JD Supra
The change in administration that will take place on Jan. 20, 2021, will likely have significant consequences for leveraged lending market participants. The relatively “soft touch” regulatory approach taken by federal regulatory agencies toward leveraged lending under President Trump will be replaced by a more activist and potentially antagonistic approach under President Biden.
GAO Report Finds That Leveraged Lending Has Not Threatened Financial Stability
To print this article, all you need is to be registered or login on Mondaq.com. On Dec.
SEC Adopts Amendments To MD&A And Financial Disclosures
To print this article, all you need is to be registered or login on Mondaq.com. On Nov. 19, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the disclosure rules affecting Management's Discussion and Analysis (MD&A) and related financial disclosures. The adopted amendments are intended to modernize, simplify and enhance certain financial disclosure requirements in Regulation S-K.
SEC Adopts Amendments to MD&A and Financial Disclosures | JD Supra
On Nov. 19, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the disclosure rules affecting Management’s Discussion and Analysis (MD&A) and related financial disclosures. The adopted amendments are intended to modernize, simplify and enhance certain financial disclosure requirements in Regulation S-K.
LIBOR Benchmark Administrator to Cease Publication of One-Week and Two-Month U.S. Dollar LIBOR on Dec. 31, 2021, and the Remaining U.S. Dollar LIBOR Settings on June 30, 2023 | Kramer Levin Naftalis & Frankel LLP - JDSupra
U.S. Banking Regulators Issue Statement That Banks Should Nonetheless Cease Entering Into LIBOR Contracts as Soon as Practicable and, in Any Event, No Later Than Dec. 31, 2021 On Nov. 30, 2020, Intercontinental Exchange, Inc. announced that ICE Benchmark Administration Limited (IBA) is proposing the cessation of the publication of the one-week and two-month U.S. dollar LIBOR on Dec. 31, 2021, and the publication of overnight and one-, three-, six- and 12-month U.S. dollar LIBOR on June 30, 2023.
Trump Administration Proposes Rule to Thwart Resurrection of Leveraged Lending Guidance | JD Supra
On Nov. 5, the federal banking regulatory agencies[1] (the Agencies) gave notice of a proposed rule (the Proposed Rule) that would elevate to the status of a formal rule and enhance the Agencies’ current policy of not issuing supervisory criticisms for violations of 2013 Interagency Guidance on Leveraged Lending (the “Leveraged Lending Guidance”). That policy was set forth in the Interagency Statement Clarifying the Role of Supervisory Guidance issued on Sept.
New CDI Clarifies the Form S-3 Eligibility of Companies That Go Public via Merger into a SPAC | JD Supra
On Sept. 21, 2020, SEC’s Division of Corporation Finance (Corp Fin) posted a Compliance and Disclosure Interpretation (CDI) regarding restrictions on Form S-3 eligibility for private companies that go public via merger into a reporting shell company (e.g., a special purpose acquisition company (SPAC)) during the 12 calendar months following the business combination.
FSB and BCBS Report on Supervisory Issues Associated With Benchmark Transition | JD Supra
On July 9, the Financial Stability Board (FSB) and the Basel Committee on Banking Supervision (BCBS) published a report on the findings of surveys on supervisory issues related to LIBOR transition undertaken by the FSB, the BCBS and the International Association of Insurance Supervisors (IAIS). The report includes recommendations for authorities to support financial institutions’ and their clients’ progress in transitioning away from LIBOR.
OCIE’s Risk Alert on LIBOR Transition Preparedness | JD Supra
In January 2020, the Office of Compliance Inspections and Examinations (OCIE) included London Interbank Offered Rate (LIBOR) preparedness as an examination program priority in its 2020 Examination Priorities (2020 Priorities).
Kirschner v. JPMorgan Chase Holds that Syndicated Bank Loans Are Not Securities | JD Supra
On May 22, Judge Gardephe granted a motion to dismiss in Kirschner v. JPMorgan Chase Bank, N.A., a case that, among other things, considered whether the origination and distribution of a syndicated bank loan is subject to securities laws of California, Massachusetts, Colorado and Illinois.
How the SEC’s Amendments to Financial Disclosures for Acquisitions Affect High-Yield Bond Offerings | JD Supra
On May 21, the Securities and Exchange Commission (SEC) adopted amendments to its rules governing financial disclosures relating to acquisitions and dispositions of businesses. Following review and consideration of public comments, the amendments were ultimately adopted largely as initially proposed on May 3, 2019.
ARRC Releases Proposal For New York State Legislation For US Dollar LIBOR Contracts
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Statement from the Loan Syndications and Trading Association Regarding Business Continuity in the Corporate Loan Market | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
ARRC Releases Proposal for New York State Legislation for US Dollar LIBOR Contracts | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
SEC Proposes Rule Changes to Improve Private Placement Rules | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
SEC Simplifies Financial Disclosure Requirements for Subsidiary Guarantors | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
SEC Provides Conditional Regulatory Relief and Assistance for Companies Affected by the Coronavirus Disease 2019 (COVID-19) | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
SEC Charges Diageo for Violation of Known Trends MD&A Disclosure Requirements | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
2020 Stress Tests to Emphasize Leveraged Lending Risks | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
FINRA Proposes Amendments to the Capital Acquisition Broker Rules | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
Understanding the Newly Proposed Credit Fund Exclusion Under the Volcker Rule | JD Supra
Section 13 of the Bank Holding Company Act of 1956 (the BHC Act) generally prohibits any insured depository institution (as defined in Section 3(c) of the Federal Deposit Insurance Act, but excluding institutions that function solely in a trust or fiduciary capacity, subject to certain conditions), any company that controls an insured depository institution, any company that is treated as a bank holding company for purposes of Section 8 of the International Banking Act of 1978, and any...
The 2019 SNC Review Results: Increased Criticized Loans Observed | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
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