Frank Zarb

Frank Zarb

Proskauer Rose LLP

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Third Circuit Opinion Raises Uncertainty for the Ordinary Business Exclusion in Shareholder Proposals

On July 6, 2015, the U.S. Court of Appeals for the Third Circuit issued its opinion in Trinity Wall Street v. Wal-Mart Stores, Inc. The holding permitted Wal-Mart Stores, Inc. ("Wal-Mart") to exclude a shareholder proposal...more

8/6/2015 - Appeals Corporate Governance Declaratory Judgments Injunctive Relief Ordinary Business Exception Proxy Season Proxy Statements SEC Securities Exchange Act Shareholder Meetings Shareholder Proposals Sufficient Nexus Summary Judgment Wal-Mart

SEC Amendments to Regulation A Create New Exemptions for Offerings up to $50 Million

On March 25, 2015, pursuant to a JOBS Act mandate, the SEC adopted amendments to Regulation A, exempting offerings now of up to $50 million and eliminating some of the impediments to use of the exemption....more

4/9/2015 - IPO JOBS Act Regulation A Reporting Requirements SEC Small Offering Exemptions

SEC Timeout on Proxy Access Issue Has Wider Implications

On January 16, 2015, the SEC withdrew its December 1, 2014 no-action letter in which it concurred with the view of Whole Foods Market, Inc. that the company was entitled under SEC Rule 14a-8(i)(9) to exclude from its proxy...more

2/26/2015 - Corporate Governance Management Proposals Mary Jo White No-Action Letters Proxy Access Rule Rule Rule 14a-8 SEC Shareholder Proposals Shareholders Whole Foods

The SEC Provides Guidance on the Use of Social Media for Public Company Disclosure

On April 2, 2013, the Securities and Exchange Commission issued a "report of investigation" that provides important guidance for companies that wish to use social media outlets, such as Facebook and Twitter, to publicly...more

4/10/2013 - Facebook Netflix Public Disclosure Reed Hastings Regulation FD SEC Social Media Twitter

New Reporting Company Disclosure Requirements for Activities Relating to Iran

On August 10, 2012, President Obama signed into law the Iran Threat Reduction and Syria Human Rights Act of 2012, or the TRA....more

1/28/2013 - Iran Sanctions Iran Threat Reduction and Syria Human Rights Act Reporting Requirements SEC

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