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Cooley LLP

Public Companies Update – August One-Minute Reads

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Federal court dismisses some – but not all – of SEC’s complaint against SolarWinds - As originally reported in our November 2023 edition of One-Minute Reads, the Securities and Exchange Commission (SEC) announced charges...more

Seward & Kissel LLP

NYSE Proposes Rule Change to Exempt Registered Closed-End Funds From Requirement to Hold Annual Shareholder Meetings

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Who may be interested: Closed-End Funds; Investment Advisers - Quick Take: The New York Stock Exchange LLC (“NYSE”) filed an application with the SEC proposing amendments to Section 302.00 of its Listed Company Manual...more

Vedder Price

NYSE Proposes to Exempt Registered Closed-End Funds from Annual Shareholder Meeting Requirement

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On June 6, 2024, the New York Stock Exchange (NYSE) filed an application with the SEC pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder, proposing a rule change that, if approved by...more

Procopio, Cory, Hargreaves & Savitch LLP

What Legal Trends are Impacting MicroCap Issuers in 2024?

The legal and regulatory landscape for MicroCap investing is ever-evolving, including challenges involving compliance with the rules of the U.S. Securities and Exchange Commission (SEC) and securities exchanges including...more

Procopio, Cory, Hargreaves & Savitch LLP

An Alternative Listing Strategy for U.S. and Canadian Capital Markets

U.S. emerging growth companies face many challenges in today’s dynamic capital market when considering going public. One historic obstacle has been the limited number of national exchanges available, with companies usually...more

Paul Hastings LLP

Public Company Watch: February 2024

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In the February edition of our Public Company Watch, we cover key issues impacting public companies, including Exxon Mobil filing a complaint seeking a declaratory judgment to exclude a shareholder proposal from Arjuna...more

Proskauer - Employee Benefits & Executive...

Glass Lewis and ISS Announce Updates For 2024 Proxy Season

Glass Lewis (“GL”) recently released its annual Benchmark Policy Guidelines for 2024.  This update makes several changes to how the proxy advisory firm will evaluate company policies related to executive compensation. ...more

Mayer Brown Free Writings + Perspectives

NYSE Receives Approval to Limit Reach of Shareholder Approval Rule

On December 26, 2023, the Securities and Exchange Commission (“SEC”) approved an amended proposal submitted by the New York Stock Exchange (“NYSE”) that narrows the scope of the NYSE’s shareholder approval requirement for a...more

Stinson - Corporate & Securities Law Blog

NYSE Updates Shareholder Approval Rule

The NYSE amended its shareholder approval rules to make it easier for listed companies to sell securities to passive existing shareholders without obtaining shareholder approval.  The SEC approved the change on an accelerated...more

Cooley LLP

SEC approves amended NYSE proposal to relax shareholder approval requirements for certain equity sales

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Happy new year! In September last year, the SEC posted a new NYSE proposed rule change that would “modify the circumstances under which a listed company must obtain shareholder approval of a sale of securities to a...more

Paul Hastings LLP

Public Company Watch: October 2023

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In the October edition of our Public Company Watch, we cover key issues impacting public companies, including the SEC adopting rules modernizing beneficial ownership reporting and short sale reporting, and issuing new C&DIs...more

Cooley LLP

NYSE proposes to relax shareholder approval requirements for certain equity sales

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On Friday last week, the SEC posted a new NYSE proposed rule change that would “modify the circumstances under which a listed company must obtain shareholder approval of a sale of securities to a substantial security holder,”...more

Paul Hastings LLP

Public Company Update: 2023 DGCL Amendments Now Effective

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On August 1, 2023, the Delaware legislature’s most recent amendments to the Delaware General Corporation Law became effective. The amendments include a number of changes designed to simplify pertinent matters for Delaware...more

Vinson & Elkins LLP

V&E Quarterly Securities & ESG Updates - Summer 2023

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Welcome to Vinson & Elkins’ Securities and ESG Updates. Our aim is to provide insights into notable developments in securities reporting and the environmental, social and governance space over the quarter and, where...more

Vinson & Elkins LLP

Picking Up Slack: The Supreme Court Raises a Compelling Question for Go-Public Deals

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The Supreme Court seldom takes up issues around the federal securities laws. But in June, it handed down an important decision involving Section 11 of the Securities Act. Section 11 imposes strict liability on companies when...more

King & Spalding

U.S. Supreme Court Unanimously Rules On Standing Requirements For Section 11 Claims In Direct Listings

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On June 1, 2023, the United States Supreme Court unanimously held that a stockholder bringing claims under Section 11 of the Securities Act of 1933 must plead and prove that they purchased shares traceable to the allegedly...more

Proskauer Rose LLP

UK Tax Round Up - May 2023

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Welcome to May’s edition of our UK Tax Round. This month has been relatively quiet but there were a couple of cases that affect transactions that we see in practice, including an interesting update on what could constitute a...more

Skadden, Arps, Slate, Meagher & Flom LLP

Factors for London-Listed Companies To Consider Before Dual Listing or Relisting in the US

There has been increased focus recently among London-listed companies in exploring US listings, whether as a further listing or migrating from London altogether. This is primarily being driven by companies seeking to close...more

Goodwin

Public Companies: Time to Consider Repricing Underwater Stock Options?

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​​​​​​​Given the recent volatility in the national markets, the stock prices of many publicly-traded companies have declined significantly, resulting in an increasing number of service providers holding underwater stock...more

Goodwin

Grayscale Investments Petitions D.C. Circuit For Review Of SEC’s Decision To Disapprove Proposed Bitcoin Exchange-Traded Product

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On June 29, 2022, Grayscale Investments, LLC petitioned the U.S. Court of Appeals for the District of Columbia for review of the U.S. Securities and Exchange Commission’s June 29, 2022 final order disapproving of an October...more

White & Case LLP

Repricing Underwater Options

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In this time of market volatility, White & Case LLP partners Colin Diamond (Chair of US Public Company Advisory) and Henrik Patel (Global Head of Employment, Compensation and Benefits) address the securities law, tax and...more

Nelson Mullins Riley & Scarborough LLP

Present But Not Accounted For: NYSE Amends Treatment Of Abstentions In Certain Shareholder Votes

Summary - The SEC recently approved an amendment to Section 312.07 of the NYSE Listed Company Manual which eliminates the requirement that listed companies include abstentions as “votes cast” in matters on which the NYSE...more

BCLP

2022 Proxy Season - Quick Hits

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Considerations for companies planning for next proxy season should include the following: Risk Factors - ..As discussed in our July 13 post, consider current hot topics, including COVID risks, labor market...more

Cooley LLP

Blog: NYSE proposes to amend calculation of “votes cast”

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Currently, where a matter requires shareholder approval under NYSE rules, the minimum vote required is a majority of the votes cast on the matter. But how do you count votes cast? Do you count abstentions? What about broker...more

Allen Matkins

Why Section 11 Is A Big Deal

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Many law firms will undoubtedly publish alerts on yesterday's decision by the Ninth Circuit Court of Appeals in Pirani v. Slack Techs., 2021 U.S. App. LEXIS 28319.   The court held that arose from  the New York Stock...more

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