News & Analysis as of

Material Disclosures

Delaware District Court Allows Shareholder Class Action Suit To Proceed

by Shearman & Sterling LLP on

On March 13, 2017, the United States District Court for the District of Delaware rejected LRR Energy L.P. (“LRR”) and Vanguard Natural Resources, LLC’s (“Vanguard”) motion to dismiss, allowing the putative shareholder class...more

Third Circuit Affirms Rescission of $25 Million Contaminated Products Policy

by Carlton Fields on

In H.J. Heinz Co. v. Starr Surplus Lines Ins. Co., No. 16-1447 (3d Cir. Jan. 11, 2017), the Third Circuit affirmed a District Court’s order allowing insurer Starr Surplus Lines Insurance Company (“Starr”) to rescind a $25...more

I accept!

by McAfee & Taft on

So, you’re ready to launch your new online business or mobile app. The website looks great, and the app tile has an elegant, simple design that’s sure to stand out on phone and tablet screens. Missing anything? Oh, yeah, that...more

Sixth Circuit Nixes TILA Rescission Claim

by Butler Snow LLP on

Two homeowners tried to rescind their home mortgage loan when they weren’t notified that the deed of trust had been assigned. Although this argument may have been a creative way to stave off a foreclosure, it was not...more

New Nasdaq Disclosure Requirement–Third-Party Payments to Directors

Effective August 1, 2016, new Nasdaq Rule 5250(b)(3) requires Nasdaq-listed companies to disclose the material terms of all agreements and arrangements between a director or director nominee and a third party related to...more

Recommended Proxy Disclosure for Director Elections and Other Proposals

by Latham & Watkins LLP on

Tips and forms you can use for drafting your proxy statement to increase clarity and avoid pitfalls. In February 2016, the SEC warned that among a broad selection of companies, poorly-drafted, ambiguous and sometimes...more

What Happens When a Franchise Agreement Ends - Part Three: Rescission

by Field Law on

In our previous posts (See Part 1 and Part 2), we reviewed restrictive covenants and cancellation rights under franchise laws. In a recent decision of the Ontario Court of Appeal, the dispute focused on the right of...more

Court Of Chancery Explains When Disclosures Required Absent A Stockholder Vote

by Morris James LLP on

This is an interesting decision for two reasons. First, it explains when directors might have a duty to cause the company to make disclosures to the stockholders about transactions that do not require the stockholders’ vote....more

SASB Implementation Guide

Last week, the Sustainability Accounting Standards Board published its SASB Implementation Guide for Companies. The SASB Implementation Guide is a reference document for issuers who are in the process of integrating SASB...more

The Argument for Utmost Good Faith in Property Insurance

by Zelle LLP on

The term “bad faith” is commonly understood as a breach of the implied duty of good faith and fair dealing recognized in insurance contracts due to the “special relationship” between an insured and an insurer. Breach of this...more

Blog: Nasdaq Issues Guidance Regarding Release Of Material News Around Market Close (Reposted)

by Cooley LLP on

On the heels of the NYSE rule amendment related to material news and trading halts (see this PubCo post ), as noted in thecorporatecounsel.net blog, Nasdaq has followed suit with this Issuer Alert. The Alert does not reflect...more

A Spotlight On Benefit Corporations

Benefit Corporations and other impact-driven corporate entities, such as Delaware Public Benefit Corporations and California Social Purpose Corporations, are proliferating at a healthy pace. More than 30 states have enacted...more

CFPB Brings Another Auto Lender Action, This Time for $48M

Why it matters - Continuing its focus on the auto lending industry, the Consumer Financial Protection Bureau (CFPB) ordered Westlake Services LLC and subsidiary Wilshire Consumer Credit LLC to pay roughly $48 million for...more

Financial Services Weekly News - September 2015 #4

by Goodwin on

Regulatory Developments - NYDFS Announces Approval of First BitLicense Application from a Virtual Currency Firm: The New York State Department of Financial Services (NYDFS) announced Sept. 22 that it has approved...more

NYSE Amends Rules for Release of Material News

by Goodwin on

Changes to Notification Requirements - Notifications During Pre-Market Hours. Currently, Rule 202.06 requires listed companies to notify the NYSE at least 10 minutes before they release material news “shortly before the...more

NYSE Rule Change to Effect Issuers Public Announcements

On August 27, 2015, the New York Stock Exchange (the “NYSE” or the “Exchange”) filed with the Securities and Exchange Commission (the “Commission”) a proposed change to Section 202.06 of the NYSE Listed Company Manual (the...more

FINRA’s Projected 2015 Fines: Not Keeping Pace With 2014’s Total, But Still a Blockbuster Year

Despite a slowdown in the fines reported in 2015, the Financial Industry Regulatory Authority (FINRA) has continued to flex its enforcement muscle so far this year. During the first half of 2015, FINRA reported $37.5 million...more

Blog: NYSE Proposes Amendment Related To Material News And Trading Halts

by Cooley LLP on

The NYSE has filed with the SEC a proposal to amend Section 202.06 of the NYSE Listed Company Manual related to material news and trading halts. The proposal would make the following changes.....more

Canadian Securities Regulators release results of Continuous Disclosure Review

by Dentons on

On July 16, 2015, the Canadian Securities Administrators (CSA) issued CSA Staff Notice 51-344 summarizing the results of their Continuous Disclosure (CD) Review Program for the fiscal year ended March 31, 2015. The CSA...more

SEC Exams to Focus on Sales of Retirement Products

The SEC Office of Compliance Inspections and Examinations, or OCIE, has launched a multi-year Retirement-Targeted Industry Reviews and Examinations (ReTIRE) Initiative. OCIE is focusing on retirement-based savings in...more

New Jersey Supreme Court to Consider Important Public Bidding Case – Practical Considerations for Contractors

In April, the New Jersey Supreme Court agreed to review the case of Waste Management of New Jersey, Inc. v. Mercer County Improvement Authority. The matter concerns a defect in a bid submitted under the New Jersey Public...more

Miners Beware: Regulators Read Your Investor Presentations

by Bennett Jones LLP on

On April 9, 2015, the Canadian Securities Administrators (CSA) published CSA Staff Notice 43-309 - Review of Website Investor Presentations by Mining Issuers (the Staff Notice), which summarizes the findings of a review of...more

New Swiss Disclosure Annex for Non-Swiss Funds

The Swiss Funds and Asset Management Association (SFAMA) has published a model annex setting out prescribed form disclosure statements to be included in the offering documents and other marketing materials of non-Swiss funds...more

"Omnicare Decision Clarifies Pleading Standard for Section 11 Claims Based on Statements of Opinion in Registration Statements"

In an opinion issued yesterday, the U.S. Supreme Court held in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund that an issuer may be held liable under Section 11 of the Securities Act of 1933...more

SEC Charges Insiders for Failure to Update Schedule 13D Disclosures

On March 13, the Securities and Exchange Commission charged eight officers, directors and major shareholders for failing to update material changes in their stock ownership disclosures on Schedule 13D in connection with...more

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