Allison Handy

Allison Handy

Perkins Coie

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Preparing for the 2017 Public Company Reporting Season

Reevaluate Non-GAAP Disclosures in Light of Updated C&DIs and Other SEC Actions. As the reporting season gets underway, reviewing non-GAAP disclosure practices should remain a top priority in light of the new and updated...more

12/1/2016 - Annual Meeting C&DIs CalPERS Corporate Officers Directors Disclosure Requirements Form 10-K Glass Lewis Golden Leash Arrangements Iran ISS Joint Comprehensive Plan of Action (JCPOA) Non-GAAP Financial Measures Pay Ratio PCAOB Proxy Season Proxy Statements Proxy Voting Guidelines Regulation G Regulation S-K Say-on-Pay SEC Universal Proxy Cards

Changing Proxy Rules: SEC Proposes to Require Universal Proxy Cards

The SEC, by a two-to-one vote on October 26, 2016, proposed amendments to its proxy rules to require universal proxy cards in contested director elections at annual meetings of listed U.S. public companies. If adopted, the...more

11/7/2016 - Directors Disclosure Requirements Investors Proxy Access Proxy Season Proxy Voting Guidelines Publicly-Traded Companies SEC Shareholders

SEC Continues to Turn the Screw on Non-GAAP Financial Disclosures With Updates to Compliance & Disclosure Interpretations

Continuing the SEC’s recent focus on companies’ use of non-GAAP financial measures, the staff of the SEC Division of Corporation Finance issued updated guidance on May 17, 2016 that addresses compliance issues under...more

5/24/2016 - C&DIs Disclosure Requirements EBITDA GAAP Guidance Update Regulation G Regulation S-K SEC

Proxy Access Update—Director of SEC Division of Corporation Finance Remarks on Decision to Suspend No-Action Relief Based on Rule...

On February 10, 2015, Keith Higgins, Director of the SEC Division of Corporation Finance, provided his informal views (available here) on the Division’s controversial decision to “express no views” on the application of...more

2/13/2015 - Mary Jo White No-Action Relief Proxy Access Rule Rule 14a-8 SEC Securities Exchange Act Shareholder Proposals Whole Foods

Delaware Chancery Court Applies M&F Worldwide Six-Factor Test in Private Company Freeze-Out Merger and Grants Motion to Dismiss...

In a bench ruling in Swomley v. Schlecht, C.A. No. 9355-VCL (Del. Ch. Aug. 27, 2014), the Delaware Chancery Court relied on the six-factor test set out in Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014), to dismiss a...more

9/25/2014 - Business Judgment Rule Controlling Stockholders Dismissals Freeze-Out Mergers Privately Held Corporations

M&F Worldwide: Delaware Supreme Court Upholds Business Judgment Review In Controlling Stockholder Transaction

When a controlling stockholder’s buyout of a company has been challenged by minority stockholders, Delaware courts have generally subjected the transaction to entire fairness review, the most rigorous standard of review in...more

3/26/2014 - Business Judgment Rule Controlling Stockholders MFW Minority Shareholders Shareholder Litigation Shareholders

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