Latest Publications

Share:

SEC Approves NYSE Rule Change Regarding Dividend Notification Requirements

The SEC has approved a change to the NYSE’s rules which requires listed companies to provide dividend notifications to the Exchange at least 10 minutes prior to disseminating them publicly when the notification is made...more

Minnesota Supreme Court Rejects Delaware Test for Direct Versus Derivative Action

In a case arising out of the inversion transaction where Medtronic merged with Coviden, the Minnesota Supreme Court spoke on the proper test of determining when an action is derivative or direct in In re Medtronic, Inc....more

SEC Charges Chief Compliance Officer for Failure to Verify Information

David I. Osunkwo was a principal at Strategic Consulting Advisors, LLC, or SC Consulting. SC Consulting offered compliance consulting and CCO services to two SEC registered investment adviser firms under common control, Aegis...more

Court Decision May Slow SEC Approval of SRO Rules

The SEC must generally approve rules and rule changes by self-regulatory organizations, which are referred to as SROs. According to this SEC web page, there are 37 active SROs. The volume of rule filings submitted for...more

Another Working Capital Claim Fails in Delaware Because of Liability Limitations

In Chicago Bridge & Iron Co. N.V. v. Westinghouse Electric Co. LLC, the Delaware Court of Chancery declined to permit the purchaser of a business to recover a working capital shortfall as a result of a purchase price...more

Court Considers Fiduciary Duties in Merger under Minnesota Law

The United States District Court for the District of Minnesota considered the application of the fiduciary duties of directors in the context of a merger under the Minnesota Business Corporation Act. The case, Lusk et al v....more

Survey of 2016 Conflict Minerals Filings Released

Development International has released its annual survey of conflict minerals reports for the 2016 reporting period which were filed in 2017. Despite the SEC’s no action position which relaxed conflict minerals reporting...more

Fed Seeks Comment on Corporate Governance Proposal for Financial Institutions

In June, Treasury issued a report noting that it believes duties imposed on bank boards are too voluminous, lack appropriate tailoring, and undermine the important distinction between the role of management and that of boards...more

ISS Releases 2018 Policy Survey

As is usual in the doldrums of summer, ISS has released its 2018 policy survey which generally foreshadows changes to ISS’ voting policies. In prior years, not everything on the survey resulted in a new voting policy. ...more

OCC Seeks Comment on Volcker Rule to Implement Treasury Recommendations

The Office of the Comptroller of the Currency is seeking comment to assist in determining how the final rule implementing section 13 of the Bank Holding Company Act, which is referred to as the Volcker Rule, could be revised...more

Delaware Supreme Court Rejects Presumption that Deal Price is Best Estimate of Fair Value; Private Equity Buyer’s Price Deserves...

In DFC Global Corp. v Muirfield Value Partners, L.P. et al, the Delaware Supreme Court declined to adopt a presumption that in an arm’s length merger the deal price is the best estimate of fair value for purposes of an...more

A Review of Initial Coin Offerings (ICOs)

Given the SEC’s investigative report on initial coin offerings, I thought it would be interesting to review a small sample to see what else is really out there. I turned to coinmarketcap.com for information. In many cases the...more

Independent Directors, Law Firm and Financial Advisor not Liable for Omissions in Private Tender Offer

R.L. Polk & Co. Inc., a private company, was allegedly more than 90% controlled by the Polk family. The Company was in the consumer marketing business with holdings such as Carfax, Inc. In March 2011, the Company initiated a...more

SEC Finds Initial Coin Offerings Can be Securities

The SEC issued an investigative report cautioning market participants that offers and sales of digital assets by “virtual” organizations are subject to the requirements of the federal securities laws. Such offers and sales,...more

FSOC to Review Volcker Rule; Regulators Defer Enforcement for Foreign Funds

On Friday, July 28, 2017, Treasury Secretary Mnuchin will preside over an executive session of the Financial Stability Oversight Council (Council) at the Treasury Department. The preliminary agenda includes a discussion about...more

Treasury’s Recommendations for the Volcker Rule

The U.S. Department of the Treasury previously issued its first in a series of reports to President Donald J. Trump examining the United States’ financial regulatory system. The report included detailed recommendations...more

SEC Commissioner Supports Mandatory Shareholder Arbitration

Reuters is reporting that SEC Commissioner Michael Piwowar urged IPO companies to request relief from the SEC to include mandatory arbitration provisions for shareholder disputes. Commissioner Piwowar apparently made the...more

New SEC Chair Announces Guiding Principles

In remarks before the Economic Club of New York, new SEC Chairman Jay Clayton discussed eight guiding principles: Principle #1: The SEC’s mission is our touchstone. Investors and capital markets will suffer if the SEC...more

CPA Can’t be a Whistleblower for Non-Public Entities

Reyher v. Grant Thornton, LLP analyzed whether an employee of a CPA firm is protected by the anti-retaliation provisions of the Dodd-Frank Act for lodging complaints with an employer about suspected illegal activity regarding...more

NYSE Proposes to Revise Notifications Prior to Dividend Announcements

The NYSE has filed a proposed rule with the SEC which will require listed companies to provide notice to the Exchange at least 10 minutes before making any public announcement with respect to a dividend or stock distribution...more

SEC Permits All Companies to File Confidential Registration Statements

The SEC announced that beginning on July 10, 2017 it will accept voluntary draft registration statement submissions from all issuers for nonpublic review. The SEC believes this will facilitate capital formation....more

Director Equity Grants and Vote Buying Subject to Entire Fairness Review

In Williams v. Ji et al, the Delaware Court of Chancery examined an alleged scheme in which the Directors of Sorrento Therapeutics, Inc. granted themselves options and warrants for the stock of five subsidiaries over which...more

A Working Capital True Up is not an End Run on a Liability Bar

In Chicago Bridge & Iron Co. N.V. v. Westinghouse Electric Co. LLC, the Delaware Supreme Court examined the interaction between a working capital true up and alleged breaches of financial statement representations and...more

Supreme Court to Determine Scope of Whistleblower Protection

A percolating issue with respect to the SEC’s whistleblower regulations is whether the anti-retaliation protections apply only when suspected misconduct is reported to the SEC, or whether the protections also apply when the...more

Revenue Recognition Representations for M&A and Underwriting Agreements

Some have suggested that the FASB’s new revenue recognition standard will result in particularized representations in M&A, underwriting and loan documents. It’s easy to argue it’s not necessary and is covered by the standard...more

714 Results
/
View per page
Page: of 29

"My best business intelligence,
in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
Sign up using*

Already signed up? Log in here

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.