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CFTC Revises Whistleblower Rule to Enhance Anti-Retaliation Protection

The CFTC has adopted final amendments to its whistleblower rules that will, among other things, strengthen the CFTC’s anti-retaliation protections for whistleblowers and enhance the process for reviewing whistleblower claims....more

Shareholder Dismisses Case with Prejudice that Sought to Block Amendment to Intel Stock Plan

As we noted here, a shareholder of Intel sought a preliminary and permanent injunction and any other appropriate relief with respect to a stockholder vote to approve the amendment and restatement of Intel’s 2006 equity...more

FASB Clarifies Accounting for Modifications of Equity Awards

The Financial Accounting Standards Board has issued an Accounting Standards Update (ASU 2017-09; Topic 718) to clarify the accounting for modifications to outstanding share-based payment awards such as stock options and...more

SEC Commissioner Wonders if SAFEs are Safe for Crowdfunding

In remarks at the Annual SEC/NASAA Conference, SEC Commissioner Michael S. Piwowar focused on the suitability and adequacy of disclosure of a security known as a “SAFE” that has been used in crowdfunding transactions. SAFE is...more

5/11/2017  /  Capital Raising , Crowdfunding , SAFE , SEC

SEC Accountant Speaks to Revenue Recognition

Sylvia E. Alicea, Professional Accounting Fellow, Office of the Chief Accountant, gave her views on implementation of the new revenue recognition standard at a conference dedicated to the topic....more

SEC ALJ Lifts Reg A+ Suspension of Issuer

As we noted here, the SEC temporarily suspended the Tier 2 Regulation A+ offering of Med-X, Inc. The SEC stated it temporarily suspended the offering because Med-X has not filed its annual report on Form 1-K as required by...more

Court Finds Fraud Carve Out Ambiguous in Stock Purchase Agreement

In EMSI Acquisition, Inc., v. Contrarian Funds, LLC et al, the Delaware Court of Chancery examined a fraud carve out from an indemnification cap and an action for confirmation of an auditors award on a purchase price...more

Defendants in Stock Purchase Indemnification Action Entitled to Advancement under Bylaws

In Davis et al v. EMSI Holding Co., the Delaware Court of Chancery held that officers and directors of an acquired company were entitled to advancement under the acquired Company’s by-laws for expenses incurred in defending...more

CFTC Requests Public Input on Simplifying Rules

The CFTC voted to seek public input on simplifying and modernizing the Commission’s rules. The action is part of an initiative which has been dubbed “Project KISS.”...more

Understanding the New Lease Accounting Rules

The new lease accounting rules (Accounting Standards Update N0. 2016-02; Topic 842) will require the recognition of lease assets and lease liabilities for those leases classified as operating leases under existing GAAP. For...more

CFTC Proposes Amendments to Chief Compliance Officer Duties and Annual Reports

The CFTC is proposing to amend its regulations regarding certain duties of chief compliance officers, or CCOs, of swap dealers, major swap participants and futures commission merchants, which are referred to as registrants....more

GAO Reports on 2015 Conflict Minerals Form SDs

GAO released an analysis of a generalizable sample of conflict minerals disclosures filed with SEC in 2015. The analysis found that an estimated 49 percent of companies in 2015 reported having determined whether the conflict...more

Drafting Contracts under the New Revenue Recognition Standard

The new revenue recognition standards under GAAP (Accounting Standards Update 2014-09; Topic 606) will be applicable to public companies for annual reporting periods beginning after December 15, 2017. While much time and...more

Fed Assesses First Penalty for Volcker Rule Violation

The Board of Governors of the Federal Reserve System has assessed its first penalty for violation of the Volcker Rule against Deutsche Bank AG. The Volker Rule required Deutsche Bank’s Chief Executive Officer to annually...more

Shareholder Seeks to Block Amendment to Intel Stock Plan

A shareholder of Intel Corporation has filed a complaint in the United States District Court for the Southern District of New York. The shareholder seeks a preliminary and permanent injunction and any other appropriate relief...more

4/27/2017  /  Incentives , Intel , Shareholder Votes , Stocks

Trump Prevents FSOC Designations and Bank Liquidations

In a Presidential Memorandum, President Trump directed the Secretary of the Treasury, as a member of the Financial Stability Oversight Council, not to cast a nonemergency vote to subject nonbank financial companies to...more

Draft Financial Choice Act 2.0 Prohibits Universal Proxy and Restricts Shareholder Proposals

The House Financial Services Committee has released a discussion draft of a revised Financial Choice Act. The Committee will hold a hearing on the Act on April 26, 2017....more

FINRA Solicits Comments on Rules Impacting Capital Formation and Proposed Changes to the Corporate Financing Rule

In what seems to be a bow to the Trump Administration, FINRA has issued Regulatory Notice 17-14 which broadly seeks comments on FINRA rules that impact capital formation. ...more

FTC Announces Regulatory Reform Process

The FTC explained it was undertaking the following regulatory reform steps in a press release: New groups within the Bureau of Competition and the Bureau of Consumer Protection are working to streamline demands for...more

Corwin Stops Litigation Where Deal Protection Measures are not Preclusive

In Re Paramount Gold And Silver Corp. Stockholders Litigation examines the interaction of Corwin, Unocal and deal protection measures. At issue was a Merger Agreement which provided for Coeur Mining, Inc. to acquire all of...more

Enforcement Sweep Snares Issuers for Paid Stock Promotions

The SEC announced enforcement actions against 27 individuals and entities behind various alleged stock promotion schemes that left investors with the impression they were reading independent, unbiased analyses on investing...more

SEC Staff Relaxes Conflict Minerals Reporting

Effective immediately, the SEC staff has relaxed conflict minerals reporting requirements by public companies. The change was triggered by the entry of a final judgment in the conflict minerals case. ...more

Equity Grants to Directors Subject to Business Judgment Review as a Result of Specific Plan Limits

The Delaware Court of Chancery examined equity grants to directors in In Re Investors Bancorp, Inc. Stockholder Litigation. The equity incentive plan, or EIP, at issue included the following limitations on grants...more

Court Enters Final Judgment in Conflict Minerals Case

The United States District Court for the District of Columbia has entered a final judgment in the conflict minerals case. The final judgment is identical to the proposed judgment which we described previously....more

Stockholder Vote Fails Corwin Test

In Re Saba Software, Inc. Stockholder Litigation considered whether the stockholder vote satisfied the Corwin test for a full informed, uncoerced vote to determine if the shift to the business judgement rule was warranted. ...more

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