John Patrick Clayton

John Patrick Clayton

Akin Gump Strauss Hauer & Feld LLP

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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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