The SEC charged the former CEO of Silicon Valley-based technology firm Polycom Inc. with using nearly $200,000 in corporate funds for personal perks that were not disclosed to investors. It’s the second enforcement action in...more
The CFTC’s Division of Swap Dealer and Intermediary Oversight issued a no-action letter to futures commission merchants, swap dealers and major swap participants, referred to as registrants, that provides relief from certain...more
The SEC has adopted amendments to Regulation A and other rules and forms to implement Section 401 of the JOBS Act. Section 401 of the JOBS Act added Section 3(b)(2) to the Securities Act of 1933, which directed the SEC to...more
As noted here, two issuers have omitted shareholder proposals from preliminary proxy statements where no-action letters from the SEC regarding omission of the proposals have been withdrawn. The blog suggests, within its...more
The CFPB is finalizing a policy to allow consumers to voice publicly their complaints about consumer financial products and services. When consumers submit a complaint to the CFPB, they now have the option to share their...more
In remarks at a conference attended by M&A professionals, SEC Chair White gave her views on fee shifting bylaws. Currently the SEC staff is focused on making sure the disclosures in company filings about its fee shifting...more
The CFPB announced it is seeking public comment on how the credit card market is functioning and the impact of credit card protections on consumers and issuers. This public inquiry will focus on issues including credit card...more
Larry Stryker petitioned the Second Circuit for review of an order of the SEC that denied his claim for a whistleblower award. He sought the award under Section 21F of the Dodd-Frank Act based on information he supplied to...more
It’s well known that Federal securities laws require beneficial owners to promptly file an amendment when there is a material change in the facts previously reported by them on Schedule 13D, commonly referred to as a...more
In an effort to quell internal (including outspoken SEC Commissioners) and external criticism, the SEC has published its policy on bad actor waivers. The policy looks fair on its face. Application is another...more
In Liang v. Berger, the plaintiff in a derivative action alleged the officers and directors of ARAID Pharmaceuticals failed to disclose material negative information about a drug under development in a timely manner. Among...more
Section 929P(a) of the Dodd-Frank Act provides that the SEC’s authority in administrative penalty proceedings is “coextensive” with its authority to seek penalties in federal court. The plaintiff in Bebo v SEC argued the...more
Occasionally we see interesting uses of social meeting in M&A transactions. Some recent examples are: From Zillow’s acquisition of Trulia: Fun pushing social media and investor relations envelope . . ....more
Courts recently issued three opinions on the whistleblower anti-retaliation provisions of the Dodd-Frank Act.
In Murray v. UBS Securities, LLC, Mr. Murray claimed he was terminated because he refused to skew his...more
In Halpin et al v. Riverstone National, Inc., the Delaware Court of Chancery found that invoking drag-along rights against minority stockholders after a merger did not waive appraisal rights under the facts of the case...more
CFTC Chair Timothy G. Massad delivered a speech on the importance of providing flexibility in the CFTC’s regulations to accommodate hedging by commercial end-users of derivatives. Mr. Massad highlighted the following...more
We now know that Sarbanes-Oxley does not apply to fish . . .
While conducting an offshore inspection of a commercial fishing vessel in the Gulf of Mexico, a federal agent found that the ship’s catch contained...more
ISS has published its policy on proxy access matters. ISS will generally recommend in favor of management and shareholder proposals for proxy access with the following provisions...more
SEC Commissioner Daniel M. Gallagher delivered a speech where he considered the role of bad actor disqualifications in the context of the SEC’s enforcement initiatives. According to the Commissioner, the purpose of bad actor...more
A group comprised of parents whose children or spouses were victims in the Sandy Hook tragedy, together with the Law Center to Prevent Gun Violence, have filed a brief in support of Trinity Wall Street in a case where...more
ISS has published Industry Group US TSR Medians for Performance-Related Policies. The publication was solely for informational purposes.
Company performance relative to industry medians is incorporated into ISS’...more
GE has voluntarily adopted a proxy access by-law proposal. The by-law permits a shareowner, or a group of up to 20 shareowners, owning 3% or more of the Company’s outstanding common stock continuously for at least three...more
Two former CFOs have agreed to return nearly a half-million dollars in bonuses and stock sale profits they received while their Silicon Valley software company, Saba Software, was committing accounting fraud.
The SEC has proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as codified in Section 14(j) of the Exchange Act, which requires annual meeting proxy statement disclosure...more
The SEC denied a no-action request that was submitted by Jonathon Hendricks. The no-action request inquired about a Wyoming based business that would make available a list of securities from a loan crowdfunding site that...more