HannahSchwab

On June 11, Jenner & Block advised its client The Campbell Center in completing its merger with New Horizons. This merger marks a pivotal moment, uniting two San Fernando Valley, California based non-profits that have each served the neurodiverse community for 70 years. The Campbell Center supports adult individuals with developmental and intellectual disabilities through supported employment, community integration services, and residential services.

A Jenner & Block team advised Saothair Capital Partners, a private equity firm focused on investing in middle-market manufacturing and industrial companies, in their acquisition of a majority equity stake in Pioneer Window Holdings, Inc (“Pioneer”) through a newly-formed affiliate.

On December 19, 2023, the US Court of Appeals for the Fifth Circuit (Fifth Circuit) issued a decision[1] vacating the share repurchase disclosure modernization rule amendments that the US Securities and Exchange Commission (SEC) adopted on May 3, 2023[2] (Repurchase Disclosure Rule Amendments), and reiterating the Fifth Circuit’s holding from its earlier October 31, 2023 decision[3] that the SEC had acted arbitrarily and capriciously, in violation of the Administrative Procedure Act, when it fai

On November 22, 2023, the US Securities and Exchange Commission (SEC), issued an order[1](Stay Order) staying the effectiveness of the SEC’s Share Repurchase Disclosure Modernization rule[2](Repurchase Rule) pending further SEC action. This step by the SEC follows an opinion issued on October 31, 2023, by the US Court of Appeals for the Fifth Circuit (Fifth Circuit) in Chamber of Commerce of the United States of America et al. v. SEC, in which the court found that the SEC had acted arbitrarily a

On July 25, 2023, the US Securities and Exchange Commission (the SEC), by a 3-2 vote, adopted final rules regarding cybersecurity risk management, strategy, governance and incident reporting by public companies (the Final Rules).[1]The Final Rules (1) are intended to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance and material cybersecurity incidents by registrants that are subject to the reporting requirements of the Securities Exchange Act of 1

On December 14, 2022, the US Securities and Exchange Commission (the SEC) unanimously adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (the Exchange Act) and created new disclosure requirements to address insider trading concerns.[1] The Rule 10b5-1 amendments are the first revision of Rule 10b5-1 since its original promulgation in 2000, and they follow years of public discourse regarding whether Rule 10b5-1 (in its current form) and related regulations sufficiently cu

In a high-profile transaction that received coverage around the US, Albertsons and Kroger announced last week that the supermarket chains would merge into a combined company with an expanded customer reach of about 85 million households. Valued at $25 billion, the deal is one of the largest this year. It is expected to close in early 2024.

On May 6, client Shift Technologies, Inc. established an at-the-market facility allowing it to offer and sell up to $150 million of its common shares to the public at the prevailing market price. Partners Martin C. Glass and Ishan K. Bhabha led the team with support from Associates William R. Erlain, Hannah E. Schwab, and Rheanne Zheng. Shift Technologies maintains an online marketplace for buying and selling used cars. 

Last week, the SEC proposed rule amendments to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incident reporting by public companies. The proposed rules include an amendment to Form 8-K that would require public companies to disclose a cybersecurity incident within four business days following the company’s determination that the incident is material to the company. The proposed rules also include a series of new disclosure obligations rega

Verano Holdings Corp., a leading multi-state cannabis company, closed its acquisition of Mad River Remedies, LLC, a highly productive dispensary in Dayton, Ohio, on July 8.

On May 27, 2021, firm client Shift Technologies, Inc., a leading end-to-end ecommerce platform for buying and selling used cars, completed a  convertible debt offering. In a press release, the company announced the pricing of an upsized offering of $125 million aggregate principal amount of 4.75% convertible senior notes due 2026 in a private offering. Shift also granted the initial purchasers of the notes an option to purchase up to an additional $25 million aggregate principal amount of the