News & Analysis as of

Rely Only on This Prospectus . . . Unless We Left Something Out

In a little-noticed part of a December 2013 opinion in the multidistrict Facebook IPO litigation, U.S. District Judge Robert Sweet ruled that plaintiffs could use prospectus language once thought to be a shield against...more

Proxy Statement Unbundling–New Guidance for an Old Rule

With the recent emphasis on proxy statement compensation disclosure, director independence and corporate governance, little attention has been paid to another issue that can delay your proxy statement mailing schedule and...more

Eighth Circuit Applies Negligence Standard to SEC Enforcement Claims for Violations of Section 14(a) and Rules 14a-9, 13b2-1 and...

In SEC v. Das, No. 12-2780, 2013 U.S. App. LEXIS 15327 (8th Cir. July 29, 2013), the United States Court of Appeals for the Eighth Circuit affirmed the district court’s delivery of jury instructions applying a negligence...more

Preparing 2013 Proxy Statements and Periodic Reports

As you gear up to prepare your 2013 proxy statement and periodic reports, it is essential to keep in mind some recent changes and developments that may affect your company's disclosure in these documents. For 2013, three new...more

SEC Adopts Rules Governing Listing Standards and Proxy Disclosure for Compensation Committees and Compensation Advisers

On June 20, 2012, the Securities and Exchange Commission (SEC) approved new rule 10C-1 under Section 10C of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and amendments to proxy disclosure rules under...more

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