Shareholders Disclosure Requirements

News & Analysis as of

SEC Charges Directors, Officers and Major Investors for Failing to Update Disclosures Prior to Announcements of Going Private...

On March 13, 2015, the U.S. Securities and Exchange Commission announced settlement proceedings against officers, directors, and major shareholders of several companies that were recently taken private for failing to update...more

More “Broken Windows”: SEC Charges Schedule 13D Filers with Disclosure Violations for Failing to Update Ownership Reports

When a significant stockholder in a publicly-held company is considering plans to take the company private, how soon must the stockholder disclose those plans in a Schedule 13D filing?...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

Hong Kong Regulatory Update - March 2015

This Hong Kong regulatory update is intended to provide a brief overview of the principal Hong Kong regulatory developments in the preceding three months relevant to companies listed or proposed to be listed on The Stock...more

User-Friendly 10-Ks–The Next Step in Shareholder Engagement

Much has been written about the dramatic increase in shareholder engagement from both sides of the relationship. For example, financial and governance roadshows have become mainstream not only among large-cap companies, but...more

The Who, What, When, Where, Why and How of Proxy Supplements and Amendments

In light of the approaching 2015 annual stockholder meeting season, below is an overview of the essential facts on proxy supplements and proxy amendments or revisions. Determining whether and how to amend proxy material...more

Preparing for the 2015 AGM and reporting season

As the 2015 AGM and reporting season gets underway, this bulletin gives an overview of the key changes affecting listed companies. Directors' remuneration report The 2015 AGM season will see the second year of...more

Why Commissioner Gallagher Is Not Mistaken On Political Spending Disclosure

In this post published on October 30, I observed: According to Enver Fitch and Limor Bernstock at ISS ESG Proxy Research, shareholders associated with the Center for Political Accountability submitted 47 proposals this...more

Public Companies Take Note: SEC Launches Enforcement Initiative Targeting Section 16 and Other Shareholder Filings

The Securities and Exchange Commission (SEC) recently announced charges against 28 public company officers, directors and ten percent shareholders for repeated violations of federal securities laws requiring them to promptly...more

SEC Targets Corporate Insiders for Failing to Promptly Disclose Stock Transactions

The Commission has announced an unprecedented enforcement initiative against officers, directors, and major stockholders for violating beneficial ownership reporting requirements and against public companies for their roles...more

What Investment Advisers Need to Know About Using Proxy Advisers

On June 30, 2014, the SEC issued long-awaited guidance on an investment adviser’s use of third-party proxy advisory firms such as ISS and Glass Lewis. Due to a number of regulatory developments over the past ten years,...more

SEC Issues Staff Legal Bulletin No. 20: Clarifying Disclosure Requirements For Proxy Advisory Firms

Background - On June 30, 2014, the SEC’s Divisions of Investment Management and Corporation Finance released Staff Legal Bulletin No. 20, a set of thirteen Questions and Answers offering guidance on...more

Corporate and Financial Weekly Digest - Volume IX, Issue 25

In this issue: - Delaware Court of Chancery Rules That a Major Debt Holder and 48 Percent Stockholder Is a Controlling Stockholder and Owes Fiduciary Duties to Minority Stockholders - Delaware Court of Chancery...more

Delaware Court of Chancery Invalidates Consent Due to Inadequate Disclosures

The Delaware Court of Chancery recently invalidated a written consent of a Delaware pharmaceutical corporation due to inadequate disclosures to stockholders. ...more

Court Refuses to Invalidate Proxies Obtained Via Deficient Proxy Circular

In Weyburn Inland Terminal Ltd. v The Director of Corporations for Saskatchewan, 2014 SKQB 46, the Court of Queen’s Bench for Saskatchewan ordered dissident shareholders of Weyburn Inland Terminal Ltd. (the “Company”) to...more

"Government Affairs and Government Procurement: Pressure to Comply Continues to Grow in 2014"

With increased attention to transparency in corporate political spending, disclosure of so-called “dark money” and a new rule for municipal advisors, corporations and other organizations active in government affairs or...more

SEC Update

PROXY SEASON PREVIEW - Say-on-Pay and Equity Compensation Plans - Although say-on-pay votes are only advisory in the United States, they will likely continue to be a focus for many companies in the upcoming 2014...more

Planning for the 2014 Annual Meeting and Reporting Season

In This Issue: - Incorporate lessons from 2013 say-on-pay results - Prepare for new Form SD (Specialized Disclosure) filing requirements - Ensure compliance with revised listing standards related to compensation...more

Proposed New Prospectus Exemption For Distributions To Existing Security Holders Of TSX-V Issuers

On November 21, 2013, the securities regulatory authorities in all Canadian jurisdictions, with the exception of Ontario and Newfoundland and Labrador (the “Participating Jurisdictions”), published for comment Multilateral...more

Don't Sue A North Carolina Board Of Directors Over A Merger Without Reading This Case

Last week's Order in Gusinsky v. Flanders Corp., 2013 NCBC 46, should be required reading for lawyers thinking of suing the directors of a corporation in North Carolina over a merger transaction. It provides guidance on the...more

Corporate and Financial Weekly Digest - September 13, 2013

In this issue - - Federal Agencies Seek Comment on Joint Proposed Rule Regarding Credit Risk Retention - SEC Grants Request for No-Action Relief with Respect to Multi-Day Pre-Fail and Post-Fail Credit Under Rule...more

Two Recent Say-On-Pay Decisions

Courts have recently rendered two say-on-pay decisions. ...more

Court Strikes Down Shareholder Suit Challenging Compensation Disclosures

On August 2, 2013, a California Superior Court struck down a putative class action brought by shareholders challenging compensation disclosures in a proxy statement in connection with an advisory “say-on-pay” vote....more

English court supports enforcement of arbitral award, granting worldwide injunction requiring disclosure of assets

This morning, Mr Justice Field handed down his decision in the case of Cruz City 1 Mauritius Holdings v Unitech Limited and others [2013] EWHC 1323 (Comm), confirming the jurisdiction of the English courts to order a...more

Second Circuit Reverses Class Certification Order, Holding That a Clearing Broker's Alleged Knowledge of Fraud Against...

In Levitt v. J.P. Morgan Securities, Inc., No. 10-4596, 2013 WL 1007678 (2d Cir. Mar. 15, 2013), the United States Court of Appeals for the Second Circuit reversed a district court order certifying a class of shareholder...more

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