In a unanimous decision, the US Supreme Court held that pure omissions are not actionable under Rule 10b-5(b) under the Securities Exchange Act of 1934. Rather, the Court found that Rule 10b–5(b) prohibits half-truths, not...more
4/23/2024
/ Anti-Fraud Provisions ,
Disclosure Requirements ,
Filing Requirements ,
Item 303 ,
Omissions ,
Publicly-Traded Companies ,
Regulation S-K ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Securities Violations
On October 10, 2023, the Securities and Exchange Commission (the Commission) adopted amendments to modernize the rules governing beneficial ownership reporting. The amendments shorten the deadline for initial and amended...more
The US Securities and Exchange Commission has adopted a package of amendments, originally proposed in late 2021, to the disclosure requirements for corporate issuers’ share repurchases. The SEC stated that the new rules are...more
In its latest move to press for stronger regulation of executive compensation, on November 29, 2021, the U.S. Securities and Exchange Commission announced staff accounting guidance on share-based executive compensation awards...more
The U.S. Securities and Exchange Commission has approved a Nasdaq proposal regarding new listing rules on board diversity, as described in a previous Client Alert, which can be found here. The new rules will require most...more
On December 1, 2020, the NASDAQ Stock Market LLC filed with the Securities and Exchange Commission a proposal to adopt rules that would require Nasdaq-listed companies, subject to certain exceptions, to (1) have at least two...more
On September 11, 2020, the Securities and Exchange Commission announced that it has adopted final rules to update and expand the statistical disclosures that bank and savings and loan registrants provide to investors, in its...more
A number of class-action lawsuits have been filed targeting national and community banks for their processing of loans under the Small Business Administration’s Paycheck Protection Program (PPP). It is not surprising that...more
On April 2, the Small Business Administration (“SBA”) issued the long-anticipated Interim Final Rule that sets out the current agency guidance regarding requirements that borrowers and lenders must follow in order to apply...more
4/7/2020
/ Banks ,
Business Closures ,
Business Interruption ,
CARES Act ,
Centers for Medicare & Medicaid Services (CMS) ,
Coronavirus/COVID-19 ,
Department of Health and Human Services (HHS) ,
Federal Loans ,
Financial Stimulus ,
Lenders ,
Lending ,
Paycheck Protection Program (PPP) ,
Payroll Taxes ,
Relief Measures ,
SBA ,
SBA Lending Programs ,
Small Business ,
Tax Relief ,
Unemployment Insurance
Texas community bank holding companies may want to reconsider plans for upcoming annual shareholder meetings in light of health, transportation and other logistical issues raised by the spread of coronavirus disease 2019...more
On March 24, 2020, Harris County Judge Lina Hidalgo, in coordination with Houston Mayor Sylvester Turner, issued a mandatory “Stay Home. Work Safe.” order, effective at 11:59 pm March 24, to preserve public health and safety...more
On September 17, 2019, the Securities and Exchange Commission (the “SEC”) proposed rules that would update the statistical disclosures provided by banking registrants in response to Industry Guide 3, Statistical Disclosure by...more
The Staff of the Division of Corporation Finance of the Securities and Exchange Commission announced that it will permit all companies to submit draft registration statements relating to initial public offerings (IPOs) for...more
The Delaware Chancery Court recently dismissed a challenge to a transaction in which a master limited partnership (the "MLP") repurchased an interest in a crude oil pipeline in 2015 previously sold to its general partner (the...more
5/23/2016
/ Bad Faith ,
Breach of Duty ,
Covenant of Good Faith and Fair Dealing ,
Dismissals ,
EBITDA ,
General Partnerships ,
Master Limited Partnerships ,
Oil & Gas ,
Pipelines ,
Pleadings ,
Tax Allocation Agreements
In an opinion issued on March 29, 2016, the Delaware Chancery Court dismissed a challenge to the 2015 acquisition of Regency Energy Partners LP (“Regency”) by Energy Transfer Partners L.P. (“ETP”), holding that Regency’s...more