News & Analysis as of

Expect greater SEC scrutiny of activist hedge funds that share information or collaborate in advance of their trades

A recent Wall Street Journal article – “Activist Investors Often Leak Their Plans to a Favored Few” – focused attention on “activist” investors and stock analysts who (as part of their bullish or bearish campaigns for or...more

Governance & Securities Law Focus: Europe Edition, April 2014

In this issue: - EU Developments - German Developments - UK Developments - Us Developments - Excerpt from EU Developments - European Commission Proposes to Introduce Shareholder "Say...more

SEC Staff Grants No-Action Relief to Permit Fund to Implement Subadvisory Arrangement Prior to Shareholder Approval

The staff of the SEC’s Division of Investment Management granted no-action relief from Section 15(a) of the Investment Company Act of 1940, as amended (the “1940 Act”), that will permit a registered fund (the “Fund”) to enter...more

Corporate and Financial Weekly Digest - Volume IX, Issue 12

In this issue: - Delaware Supreme Court Upholds Chancery Court Ruling that Applied Business Judgment Rule to Going Private Transaction with Controlling Stockholder - Amendments to Uniform Branch Office...more

Inside The Courts - March 2014 | Volume 6 | Issue 1

In This Issue: - U.S. SUPREME COURT: ..Lawson v. FMR LLC, No. 12-3 (U.S. March 4, 2014) ..Chadbourne & Parke LLP v. Troice, No. 12-79 (U.S. Feb. 26, 2014) - CLASS CERTIFICATION: ..In re BP...more

A Compilation of Non-Enforcement Actions - 03/03/14

SEC Reminds Funds That Shareholders Should Be Allowed to Vote on Each Material Amendment to Charter Documents - The Staff of the Division of Investment Management has issued guidance to funds reminding them that when...more

Introduction To The SDX Protocol

The Shareholder-Director Exchange (SDX™) is a working group of leading independent directors and representatives from some of the largest and most influential long-term institutional investors. SDX participants came together...more

Preparation for 2013 Fiscal Year-End SEC Filings and 2014 Annual Shareholder Meetings

As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange...more

Corporate and Financial Weekly Digest - Volume IX, Issue 5

In this issue: - FTC Announces New Filing Thresholds for Hart-Scott-Rodino Pre-Merger Notifications - SEC Division of Corporation Finance Issues Three C&DIs Relating to “Unbundling Rule” - NFA Members...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

What’s New for the 2014 Proxy Season

Unlike in past years, there are no new disclosure requirements which need to be reflected in this year’s proxy statement; however, with ongoing shareholder activism and the desire of companies to communicate effectively with...more

SEC Adopts Amendments to Remove Certain NRSRO Credit Rating Related References in Rule 5b-3 under the Investment Company Act and...

On December 27, 2013, the SEC adopted final amendments (“Final Amendments”) to remove certain references to ratings by nationally recognized statistical rating organizations (“NRSROs”) (e.g., Standard & Poor’s, Moody’s...more

Corporate Communicator - Winter 2014

2014 ANNUAL MEETING SEASON - Dear clients and friends, We present to you our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy...more

Reg A+ Exemption

Today, the SEC released proposed rules to carry out the rulemaking mandate of Title IV of the JOBS Act. The proposed rules preserve and modernize the current framework of current Regulation A. The proposed rules would...more

Preparing for the 2014 Proxy Season - Process and Expectations

Annual Meeting Timeline: - Stockholder Proposals: ..Generally 120 days before the date on which the previous year’s proxy materials were mailed - Determine Proposal...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

Dodd-Frank affects private companies too: practice points to note

The Dodd-Frank Act – signed by President Barack Obama more than three years ago, and since then advanced with a host of rules and regulations – has been widely viewed as a law that addresses systemic risk in the financial...more

Not in My House: Mark Cuban Defeats the SEC's Insider Trading Charges

The high profile long-running saga between Mark Cuban -- entrepreneur, television personality, and billionaire owner of the Dallas Mavericks -- and the SEC has finally ended with Mr. Cuban emerging victorious. On October 16,...more

The Ropes Recap: Mergers & Acquisitions Law News

In this issue: - News from the Courts - Delaware Legislative Update - Notable Deals - News from the SEC - London Update - Asia Update - Deal Stat Snapshot -...more

Checkpoints: The Consequences Of crossing Various Ownership Thresholds When Investing

This memorandum outlines certain considerations associated with the acquisition of different levels of ownership of a U.S. company, including some of the approaches used in determining such “ownership”: - Sections 13...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

Court Dismisses Shareholders’ Investment Company Act Claims Brought Against Advisers and Directors of Exchange-Traded Funds for...

A Tennessee federal court recently dismissed derivative claims brought under Sections 36(a), 36(b) and 47(b) of the Investment Company Act of 1940 (“ICA”) by shareholders in exchange-traded funds, against the funds’...more

Delaware Legislature Adopts Amendments to Delaware General Corporation Law

Effective as of August 1, 2013, the Delaware legislature adopted several significant amendments to the Delaware General Corporation Law (DGCL). ...more

Delaware Court of Chancery Appoints Receiver to Ensure Stockholders’ Meeting

The Delaware Court of Chancery recently determined that the appropriate remedy for a corporation’s failure to comply with court orders to hold a long overdue stockholders’ meeting was to appoint a receiver with authority to...more

Revlon “Ring-Fencing” Settlement: Greater Risk Of SEC Enforcement Activity In Going Private Transactions?

On June 13, 2013, the Securities and Exchange Commission announced the settlement of administrative proceedings against Revlon, Inc. In the settlement order, the SEC asserted that the company hid information regarding a 2009...more

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