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SEC Commences Expanded Nonpublic Review of Registration Statements

The U.S. Securities and Exchange Commission recently announced1 an expansion of nonpublic review of draft registration statements for initial public offerings, initial registrations of classes of securities under Section...more

PCAOB's New Auditor Report Standard for US Public Companies: Increasing Transparency or Chilling Productive Discussion?

The Public Company Accounting Oversight Board (PCAOB) adopted a new auditor reporting standard on June 1, 2017. If approved by the U.S. Securities and Exchange Commission (SEC), the new standard would impose additional...more

Shareholder Proposal Reform under the Financial CHOICE Act of 2017: A Welcome Development for Companies or a Trojan Horse?

The U.S. House of Representatives’ Financial Services Committee approved the Financial CHOICE Act of 2017 last Thursday, clearing it for a vote before the entire House. The bill contemplates sweeping changes affecting a range...more

Global Private Equity Newsletter - Spring 2017 Edition: Purchase Price Adjustment Disputes: Drafters Beware

It is common practice for purchase agreements in private company M&A transactions to contain one set of rules to determine and resolve disputes regarding a post-closing purchase price adjustment and a separate, often vastly...more

Global Private Equity Newsletter - Winter 2017 Edition: President Trump: The Outlook for Private Equity

All eyes are on Washington—or should we say Manhattan—these days, searching for clues about where our ship is heading with U.S. President-elect Donald Trump at the helm. Recently, there have been cabinet appointments to...more

SEC Proposes Amendments to Require Use of Universal Proxy Cards

The U.S. Securities and Exchange Commission, in a 2-1 vote1, proposed amendments on October 26, 2016 to the proxy rules that would require public companies to include director candidates nominated by a dissident shareholder...more

The Impact of Brexit on Global M&A: Perspectives from the UK, US and Europe

The British public voted to leave the European Union on Thursday 23 June. What happens next is far from certain. The implications for global M&A markets are, accordingly, equally far from certain. The volume of M&A...more

New SEC Guidance Makes Excluding Shareholder Proposals More Difficult

In Staff Legal Bulletin 14H released on October 22, 2015, the staff of the SEC’s Division of Corporation Finance weighed in on two important means by which a company may exclude a shareholder proposal from company proxy...more

The Claws Are Out – SEC Proposes Clawback Regulations Under Dodd-Frank

Five years after the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), the U.S. Securities and Exchange Commission (“SEC”) has issued the last of its proposed rules to implement the...more

SEC Proposes Pay Versus Performance Disclosure Rules

A divided Securities and Exchange Commission proposed rules on April 29, 2015 that would require U.S. public companies to disclose the relationship between executive compensation “actually paid” and the financial performance...more

SEC Boosts Smaller Company Capital Raising with Regulation A+

Spurred by the Jumpstart Our Business Startups (JOBS) Act, the SEC has adopted final rules easing the way for smaller U.S. and Canadian companies to raise capital. These rules build on current Regulation A and are sometimes...more

Proxy Access - Recent Developments

Recent activity by shareholder governance advocates and the SEC has thrust proxy access back into the spotlight. Here we provide a brief refresher on proxy access and our thoughts on recent developments....more

SEC Enforcement Initiative to Root Out Repeated Late Filers of Ownership Forms Due Under Sections 13 and 16 — Reminder to Ensure...

On September 10, the U.S. Securities and Exchange Commission (“SEC”) announced charges against 28 officers, directors and major shareholders for violating Sections 13 and 16 of the Securities Exchange Act of 1934 (the...more

Leading Cases in Pennsylvania Takeover Case Law: You’re Not in Delaware Anymore

Presented below is a brief survey of leading cases interpreting Pennsylvania corporate law in situations involving takeovers, proxy fights or other matters affecting corporate changes of control. This summary is by no means...more

SEC Proposes Rules for CEO Pay Ratio Disclosure

On September 18, 2013, the Securities and Exchange Commission issued proposed rules that would require public companies to disclose the median annual total compensation of all their employees and the ratio of such median to...more

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