The FDIC Fall 2019 edition of Supervisory Insights contained an article entitled “Leveraged Lending: Evolution, Growth and Heightened Risk”. In the article, the FDIC noted that the credit agreement terms have continued to...more
On Jan. 30, 2020, the SEC proposed amendments to modernize Management’s Discussion and Analysis (MD&A) financial disclosure requirements in Regulation S-K....more
2/5/2020
/ Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
MD&A Statements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Regulatory Oversight ,
Regulatory Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
A year after Akorn v. Fresenius (Akorn case), the first Delaware case holding that a party was entitled to terminate a merger agreement based on a material adverse effect (MAE), the Delaware Court of Chancery, in Channel...more
1/9/2020
/ Boston Scientific ,
Breach of Contract ,
Buying a Business ,
Commercially Reasonable Efforts ,
Contract Drafting ,
Contract Negotiations ,
Contract Termination ,
Corporate Sales Transactions ,
FDA Approval ,
Food and Drug Administration (FDA) ,
Fraud ,
Fresenius ,
Material Adverse Effects ,
Merger Agreements ,
Pharmaceutical Industry ,
Representations and Warranties ,
Threshold Requirements
On Dec. 19, 2019, the Division of Corporation Finance of the SEC updated its guidance with respect to the SEC’s procedures for confidential treatment applications (CTAs). In April 2019, the SEC adopted a streamlined procedure...more
1/3/2020
/ Confidential Information ,
Disclosure Requirements ,
EDGAR ,
Exemptions ,
Filing Requirements ,
FOIA ,
New Guidance ,
Popular ,
Publicly-Traded Companies ,
Redacted Documents ,
Regulation S-K ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On Dec. 23, 2019, the New York State Department of Financial Services (DFS) issued a letter to New York-regulated depository and non-depository institutions, insurers and pension funds directing them to submit their plans for...more
On Dec. 18, 2019, the Securities and Exchange Commission (SEC) proposed changes to the definition of “accredited investor” under Regulation D to broaden the definition and identify more effectively the pool of investors that...more
12/20/2019
/ Accredited Investors ,
Comment Period ,
Investors ,
Proposed Rules ,
Qualified Institutional Buyers ,
Regulation D ,
Regulatory Agenda ,
Rule 506 Offerings ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On Dec. 19, 2019, the Financial Stability Board issued a report titled “Vulnerabilities Associated with Leveraged Loans and Collateralised Loan Obligations”. The Financial Stability Board (FSB) coordinates at the...more
On Dec. 5, 2019, the U.S. House of Representatives passed the Insider Trading Prohibition Act (ITPA) by a vote of 410-13. If passed by the Senate and signed into law by the President, the bill will establish the first...more
12/16/2019
/ 10b5-1 Plans ,
Fiduciary Duty ,
Financial Regulatory Reform ,
Illegal Tipping ,
Insider Trading ,
Legislative Agendas ,
Material Nonpublic Information ,
Non-Public Information ,
Personal Benefit ,
Proposed Legislation ,
Regulatory Agenda ,
Securities Fraud
On Sept. 27, 2019, the Securities and Exchange Commission (SEC) announced that Mylan N.V., a global pharma company that manufactures and sells EpiPen, which is used to treat serious allergic reactions, agreed to pay $30...more
10/24/2019
/ Accounting Standards ,
Centers for Medicare & Medicaid Services (CMS) ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
Enforcement Actions ,
Failure To Disclose ,
False Claims Act (FCA) ,
Food Allergies ,
Form 10-K ,
Generic Drugs ,
Government Investigations ,
Medical Devices ,
Misclassification ,
Mylan Pharmaceuticals ,
Pharmaceutical Industry ,
Prescription Drugs ,
Regulation S-K ,
Reporting Requirements ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Settlement Agreements ,
Tolling Agreement