John Patrick Clayton

John Patrick Clayton

Akin Gump Strauss Hauer & Feld LLP

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SEC Staff Clarifies Rules for Abbreviated Debt Tender or Debt Exchange Offers (aka Five-Day Tender Offers)

On November 18, 2016, the Staff of the Securities and Exchange Commission (SEC) issued new Compliance and Disclosure Interpretations (C&DIs) (Questions 162.01 through 162.05) to provide guidance on the Abbreviated Tender or...more

11/22/2016 - Abbreviated Offers C&DIs Debt Securities No-Action Letters Regulation S-X Rule 144A SEC

2016 Postelection Regulatory Report

The results of the U.S. presidential election are historic and unanticipated, and they will have significant economic, political, legal and social implications. As we prepare for the Trump presidency, many uncertainties...more

11/17/2016 - Antitrust Provisions Critical Infrastructure Sectors Cybersecurity Energy Sector Environmental Policies Foreign Policy Health Insurance Immigration Enforcement Tax Reform Trade Policy Trump Administration

Chair Mary Jo White to Step Down as SEC Commissioner at End of President Obama’s Term

On Tuesday, November 15, 2016, the Securities and Exchange Commission (SEC) announced that Chair Mary Jo White will resign as SEC Commissioner effective January 20, 2017, concurrently with the end of President Obama’s term of...more

11/17/2016 - Administrative Resignation Broken Windows Dodd-Frank JOBS Act Mary Jo White SEC Volcker Rule

SEC Staff Issues Guidance Regarding Requirement to Submit Annual Reports to SEC Under Exchange Act Rules 14a-3(c) and 14c-3(b),...

On November 2, 2016, the Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) issued guidance regarding the submission of annual reports by registrants to the SEC under Exchange...more

11/8/2016 - Annual Reports Disclosure Requirements EDGAR Form 10-K New Guidance SEC

SEC Staff Issues C&DI on Form S-3 Transaction Requirements

On November 2, 2016, the Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) issued new guidance in the form of Compliance and Disclosure Interpretation Question 116.25 (C&DI...more

11/8/2016 - C&DIs Corporate Issuers Form S-3 Publicly-Traded Companies Registration Statement SEC

SEC Proposes Rules for Requiring Universal Proxy Cards in Contested Director Elections

During its open meeting last week, the Securities and Exchange Commission (SEC) voted to propose amendments to the federal proxy rules to require the use of universal proxy cards for all annual or special meetings with...more

11/4/2016 - Board of Directors Comment Period Dissident Shareholders Proposed Regulation Proxy Voting Guidelines Registered Investment Companies (RICs) SEC Universal Proxy Cards

SEC Staff Releases New C&DIs on CEO Pay Ratio Disclosure

On October 18, 2016, the Staff of the Division of Corporation Finance (Division) of the Securities and Exchange Commission (SEC) released new Compliance & Disclosure Interpretations (C&DIs) for the controversial pay ratio...more

10/24/2016 - C&DIs Executive Compensation Regulation S-K SEC

SEC Announces Enforcement Actions Under its Muni Bond Disclosure Initiative

Last week, the Securities and Exchange Commission (SEC) announced that it brought enforcement actions against 71 municipal issuers and other obligated persons as part of the SEC’s Municipalities Continuing Disclosure...more

8/30/2016 - Disclosure Requirements Enforcement Actions MCDC Municipal Securities Issuers Municipal Securities Market SEC Underwriting

SEC Proposes Changes to Smaller Reporting Company Definition

On June 27, 2016, the SEC Staff proposed changes to the definition of “smaller reporting company” to expand the number of registrants that would qualify as smaller reporting companies (SRC). The term “smaller reporting...more

7/1/2016 - Capital Formation Proposed Amendments Regulation S-K SEC Smaller Reporting Companies Stock Float

SEC Provides Guidance on “General Solicitation” in C&DIs and No-Action Letter

On August 6, 2015, the Staff of the Securities and Exchange Commission’s (SEC) Division of Corporation Finance issued new compliance and disclosure interpretations (C&DI Questions 256.23 through 256.33) regarding the meaning...more

8/31/2015 - Advertising Broker-Dealer C&DIs Established Business Relationship General Solicitation Investment Adviser New Guidance No-Action Letters Regulation D Safe Harbors SEC Section 5 Venture Capital Waiting Periods

SEC Shortens Tender Offer Period for Issuers of Nonconvertible Debt

On January 23, 2015, the Securities and Exchange Commission (SEC) Staff issued a no-action letter that would allow issuers to conduct tender offers for their nonconvertible debt securities in a period of only five business...more

2/3/2015 - Deadlines No-Action Letters Non-Convertible Debt Securities SEC Tender Offers

Anticipating Shareholder Proposals During the 2015 Proxy Season

As companies begin to prepare for the 2015 proxy season, it will be important to anticipate the types of shareholder proposals they should expect so that they can develop a more meaningful response. This can be accomplished...more

9/30/2014 - Corporate Governance Corporate Social Responsibility Diversity Executive Compensation Proxy Advisors Proxy Season Shareholder Proposals Shareholders

The Texas Supreme Court Decision in Ritchie v. Rupe

On June 20, 2014, the Texas Supreme Court issued its opinion in Ritchie v. Rupe, 2014 Tex. LEXIS 500 (Tex. 2014). In Ritchie, a minority shareholder in a closely held corporation attempted to force the majority shareholders...more

8/4/2014 - Business Judgment Rule Buyouts Closely Held Businesses Court-Appointed Receivers Minority Shareholders Oppression Remedy Shareholders

Criminal Exposure for Securities Fraud Expanded in the Fourth Circuit, Rejecting Janus for Criminal Matters

Last month, in Prousalis v. Moore (May 7, 2014), a criminal securities fraud case, the Fourth Circuit held that the Supreme Court’s interpretation of Rule 10b-5(b) in Janus Capital Group, Inc. v. First Derivative Traders...more

6/17/2014 - Criminal Prosecution Fraud Janus Capital Group Material Misstatements Rule 10b-5 SCOTUS Securities Fraud

SEC Director of Corporation Finance Discusses Disclosure Effectiveness

On April 11, 2014, Keith F. Higgins, Director of the U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance, gave a speech before the ABA Business Law Section discussing the new Disclosure Project...more

4/15/2014 - Disclosure Requirements Regulation S-K Regulation S-X SEC

Proxies Unbundled: Recent SEC Guidance after Greenlight Capital v. Apple Case

Last year, Judge Sullivan in the U.S. District Court for the Southern District of New York issued a preliminary injunction in Greenlight Capital, L.P. v. Apple, Inc. enjoining the “bundling” of multiple proposals by Apple in...more

3/31/2014 - Apple Preliminary Injunctions Proxy Statements SEC

Share-Based Compensation Update to SEC’s Financial Reporting Manual

In February 2014, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance updated Section 9520 of its Financial Reporting Manual. Section 9520 is part of Topic 9, which provides guidance for...more

3/6/2014 - Equity Compensation Executive Compensation IPO SEC Stocks

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