Shareholders Securities & Exchange Commission

News & Analysis as of

The SEC Proposes Expanding Reporting Requirements for Investment Companies

On May 20, 2015, the Securities and Exchange Commission (the “SEC”) approved new proposed rules, forms and amendments that would expand the information that registered investment companies1 are required to report. The SEC’s...more

Second Circuit Revives Securities Fraud Class Action Against the Manufacturer of the Keurig Coffeemaker

Late last week, the U.S. Court of Appeals for the Second Circuit reversed the dismissal of a shareholder class action against the makers of Keurig coffeemakers and their ubiquitous “K-Cups.” In so doing, the Second Circuit...more

Second Circuit: Facebook Shareholders Lack Standing for Derivative Suits Challenging Pre-IPO Statements

Earlier this week, a U.S. Court of Appeals for the Second Circuit opinion reinforced that federal courts take standing in derivative actions quite seriously, particular when the alleged director misconduct predated the IPO....more

Court of Appeals Warns Against Complacency in the PSLRA’s Safe Harbor

SEC Rule 10b-5 makes it unlawful to misstate a material fact (or omit to say something if the omission would render misleading what you do say) in connection with the purchase or sale of a security. The Private Securities...more

Delaware Supreme Court Reinforces Importance of Clear and Precise Bylaw Provisions and Specifically Drafted Notices of Annual...

In Hill International, Inc. v. Opportunity Partners L.P., No. 305, 2015, 2015 WL 4035069 (Del. July 2, 2015), the Delaware Supreme Court affirmed the Court of Chancery’s grant of injunctive relief as it recognized the...more

A Plain English Guide to the SEC's Compensation Clawback Rules

As accounting restatements occur relatively infrequently, and the severity is often modest, the proposed “clawback” rules represent more of a "check the box" compliance activity than a real enforcement threat....more

Delaware Supreme Court Reinforces Importance of Clear and Precise Bylaw Provisions and Specifically Drafted Notices of Annual...

In Hill International, Inc. v. Opportunity Partners L.P., No. 305, 2015, 2015 WL 4035069 (Del. July 2, 2015), the Delaware Supreme Court affirmed the Court of Chancery’s grant of injunctive relief as it recognized the...more

Private Equity Newsletter - Summer 2015 Edition: SEC Charges Corporate Insiders for Failing to Update Beneficial Ownership...

Enforcement actions raise potential disclosure concerns for private equity sponsors exploring investments in public companies - Earlier this year, the U.S. Securities and Exchange Commission (“SEC”) announced charges...more

No Calm In Delaware After Calma v. Templeton

In derivative suits, cases are essentially lost and won at the motion to dismiss stage.  Unless the defendants succeed in winning dismissal, they must confront an unhappy choice between continued litigation with all of its...more

House Financial Services Committee Reports on JOBS Act Related Bills

A flurry of activity was seen last week on the House floor as the Financial Services Committee reported on various bills, many of which JOBS Act related. These bills propose to change registration and reporting requirements...more

SEC’s Proposed Modernized Reporting Regime: Effects on ETF Sponsors

The U.S. Securities and Exchange Commission (SEC) on May 20, 2015 unanimously approved proposed rules, forms and amendments that are intended to modernize and enhance the reporting and disclosure of information by investment...more

BDC Master Feeder Funds on the Horizon – No-Action Relief Granted to One Issuer

The staff of the SEC’s Division of Investment Management said that it would not recommend enforcement action if a business development company (BDC) reorganizes into a master-feeder structure. The relief will also be...more

Corporate & Financial Weekly Digest - Volume X, Issue 27

In this issue: - Court of Appeals for Third Circuit Overturns District Court Ruling Regarding Exclusion of Shareholder Proposal From Proxy Statement - FINRA Updates Its Interpretation of the SEC's Financial...more

Blog: Some Notes From The SEC’s Investor Advisory Committee Meeting

Pat McGurn of ISS discussed the past proxy season, which he viewed as “one of the strangest” ever. Why strange? Because of the impact of momentum on the season. For example, proxy access proposals certainly had the Big Mo...more

The Claws Are Out – SEC Proposes Clawback Regulations Under Dodd-Frank

Five years after the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), the U.S. Securities and Exchange Commission (“SEC”) has issued the last of its proposed rules to implement the...more

SEC Proposes Rules on Clawback Policies

What you need to know: On July 1, 2015, the SEC proposed rules, provided for as part of the Dodd-Frank Act, that will require companies listed on US stock exchanges to adopt, enforce and disclose policies with respect to...more

Summary of SEC's Proposed Rule on Executive Compensation Clawbacks

The Dodd-Frank Act required the Securities & Exchange Commission (SEC) to adopt rules that direct national securities exchanges (such as the NYSE and NASDAQ) to require listed companies to implement and disclose their...more

SEC Proposes Broad Executive Compensation Clawback Rules in Connection with Accounting Restatements

Recovery provisions would apply on a no-fault basis to executive officers of virtually all exchange-listed companies who received incentive-based compensation during the three fiscal years preceding an accounting restatement...more

How Companies Could Avoid “Paper” Compliance in New Ukraine? Try Acting Rather Than Talking

Ed. Note-today we have a guest post from two noted compliance practitioners from Ukraine, Timur Khasanov-Batirov and Andriy Selepey who discuss the dangers of a paper compliance program. Corruption is the main problem...more

How Public Companies Can Prepare For The Executive Compensation Clawback Regime

Many public companies have not waited for the Securities Exchange Commission (SEC) to mandate executive compensation recovery policies, as required by the Dodd-Frank Act. Shareholder and peer pressure has resulted in the...more

Who is responsible for risk? As we continue to untangle the impact of the financial crisis, companies are finally asking who...

Prior to the financial crisis, risk management was often a box-ticking exercise of little or no interest to executives. Since then, however, it has climbed to the top of the boardroom priority list. The fall of Lehman...more

Blog: Third Circuit Renders Opinion In Trinity Wall Street V. Wal-Mart (And Admonishes SEC To Issue New Guidance)

Yesterday, the Third Circuit finally rendered its opinion in Trinity Wall Street v. Wal-Mart Stores Inc, a case involving a shareholder proposal submitted by Trinity Wall Street requesting that Wal-Mart’s board develop a...more

Third Circuit Issues Decision in Wal-Mart Case

The Third Circuit has issued its decision in the case of Trinity Wall Street v Wal-Mart Stores, Inc. To try and put it simply, Wal-Mart argued Trinity’s shareholder proposal dressed up a matter related to the ordinary...more

"SEC Proposes Long-Awaited Mandatory Compensation Clawback Rules"

On July 1, 2015, the U.S. Securities and Exchange Commission (SEC) issued long-awaited proposed rules that would implement the incentive-based compensation recovery (clawback) provisions of the Dodd-Frank Wall Street Reform...more

Delaware General Corporation Law Amended Regarding Fee-Shifting and Forum Selection Clauses

On June 24, 2015, the governor of Delaware signed into law legislation that amends the Delaware General Corporation Law (Title 8 of the Delaware Code) (“DGCL”) to effectively prohibit fee-shifting bylaw provisions in the...more

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