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Securities: "Tandy" Language Goes the Way of the Dodo

The Securities and Exchanges Commission has announced that “Tandy” representations will no longer be required as part of its review process. The elimination of these requirements is consistent with the goals of the SEC’s ongoing disclosure effectiveness initiative. While the SEC staff will cease to require the rote recitation of these superfluous representations, the disclosure standards themselves—and issuers’ potential liability for a failure to meet those standards—remain unchanged.

The SEC staff has long required issuers responding to staff comments on a filing to acknowledge that (i) the issuer is responsible for the accuracy and adequacy of its disclosure, (ii) the conclusion of the review process does not foreclose further action from the SEC with respect to the filing, and (iii) the issuer may not assert the staff review process as a defense in any legal proceeding. The elimination of Tandy representations does not, however, change the underlying principle that issuers remain responsible for their disclosure, and the staff indicated that going forward it will include a reminder of this principle in its comment letters.

© 2020 Faegre Drinker Biddle & Reath LLP. All Rights Reserved.National Law Review, Volume VI, Number 285


About this Author

Bonnie Barsamian, Drinker Biddle Law Firm, New York, Corporate and Finance Law Attorney

Bonnie A. Barsamian is a seasoned legal and business advisor with more than 25 years of experience advising public and private companies, investment banks, financial sponsors, executive leadership and boards of directors in complex securities/capital markets, mergers and acquisitions and other corporate transactional, advisory and regulatory matters.

Bonnie represents issuers, underwriters and financial sponsors in the full range of public and private securities offerings and other corporate finance transactions, including IPOs...

(212) 248-3188
Marc Leaf, Corporate lawyer, Drinker Biddle

Marc A. Leaf is Regional Partner in Charge of the New York office of Drinker Biddle, and a trusted counselor and adviser to senior government officials, corporate leaders, and independent directors. An experienced and practical dealmaker with a proven record of success, Marc helps issuers and investors in technology, media, telecom and other industries achieve their goals in capital raising transactions, business combinations, and joint ventures.

Prior to joining Drinker Biddle, Marc served on the Executive Staff of the U.S. Securities and Exchange Commission, where he was the senior legal and policy adviser to Commissioner Luis A. Aguilar for all rulemaking matters under the Division of Corporation Finance, as well as related enforcement actions and settlements recommended by the Division of Enforcement. While at the SEC, Marc advised on a wide range of issues, including the Crowdfunding Rule, Regulation D, Regulation A+, and matters relating to the Public Company Accounting Oversight Board and the Financial Accounting Standards Board.

Kimberly Rubel, Securities lawyer, Drinker Biddle

Kimberly K. Rubel advises clients on securities and capital raising transactions, as well as a wide range of public company, board and committee matters. She is a firm managing partner and a vice chair of the firm’s Corporate and Securities Group.

Kim has counseled issuers in public and private offerings of equity, debt and convertible securities. She has also advised investment banks and underwriters in public securities offerings and as financial advisors.

A considerable part of Kim’s practice involves advising public reporting companies...

(312) 569-1133
Elizabeth A. Diffley, Corporate, Securities Attorney, Drinker Biddle, Law Firm

Elizabeth A. Diffley is an accomplished and pragmatic advisor to public and private clients on corporate and securities matters, including corporate governance, capital raising transactions, public company reporting and compliance, and mergers and acquisitions, as well as general corporate matters. Knowledgeable across a broad range of industries, Beth has particular experience advising insurance and other financial services companies on a variety of securities, mergers and acquisitions, governance and general corporate matters.

Douglas Raymond, Securities Attorney, Drinker Biddle Law Firm

Doug Raymond has 30 years’ experience advising clients on mergers and acquisitions, securities offerings and joint ventures. He focuses on understanding his clients' businesses and industries, their objectives and how to achieve them most effectively. He is dedicated to helping his clients accomplish their goals effectively and efficiently. Doug is a managing partner of the firm and served as chair of the Corporate and Securities Group for more than 10 years.

Doug works extensively on matters of corporate governance for both public and private...