The California state legislature on August 30, 2018 approved SB 826, a bill which, if signed into law by the state governor, will require public companies headquartered in California to have a minimum number of female...more
9/5/2018
/ Article I ,
Board of Directors ,
Chamber of Commerce ,
Constitutional Challenges ,
Diversity ,
Equal Protection ,
Proposed Legislation ,
Publicly-Traded Companies ,
Sex Discrimination ,
State Constitutions ,
State Legislatures
The U.S. Securities and Exchange Commission recently announced1 an expansion of nonpublic review of draft registration statements for initial public offerings, initial registrations of classes of securities under Section...more
The Public Company Accounting Oversight Board (PCAOB) adopted a new auditor reporting standard on June 1, 2017. If approved by the U.S. Securities and Exchange Commission (SEC), the new standard would impose additional...more
6/9/2017
/ Amended Rules ,
Audit Reports ,
Auditors ,
Audits ,
Disclosure ,
Financial Statements ,
Investors ,
PCAOB ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Transparency
The U.S. House of Representatives’ Financial Services Committee approved the Financial CHOICE Act of 2017 last Thursday, clearing it for a vote before the entire House. The bill contemplates sweeping changes affecting a range...more
It is common practice for purchase agreements in private company M&A transactions to contain one set of rules to determine and resolve disputes regarding a post-closing purchase price adjustment and a separate, often vastly...more
4/13/2017
/ Acquisitions ,
Breach of Contract ,
Buyers ,
Closing Adjustment Cost ,
Contract Drafting ,
Contract Terms ,
GAAP ,
Mergers ,
Non-GAAP Financial Measures ,
Nuclear Power ,
Power Plants ,
Power Purchase Agreements ,
Purchase Agreement ,
Purchase Price ,
Representations and Warranties ,
Sellers
All eyes are on Washington—or should we say Manhattan—these days, searching for clues about where our ship is heading with U.S. President-elect Donald Trump at the helm. Recently, there have been cabinet appointments to...more
1/6/2017
/ Affordable Care Act ,
Capital Gains ,
Clean Water Act ,
Corporate Taxes ,
Deregulation ,
Dodd-Frank ,
Energy Sector ,
Financial Stimulus ,
Foreign Investment ,
Fossil Fuel ,
Infrastructure ,
Initial Public Offering (IPO) ,
Merger Controls ,
National Security ,
Pass-Through Entities ,
Permits ,
Private Equity ,
Repeal ,
Tax Reform ,
Trump Administration ,
Volcker Rule
The U.S. Securities and Exchange Commission, in a 2-1 vote1, proposed amendments on October 26, 2016 to the proxy rules that would require public companies to include director candidates nominated by a dissident shareholder...more
The British public voted to leave the European Union on Thursday 23 June. What happens next is far from certain. The implications for global M&A markets are, accordingly, equally far from certain. The volume of M&A...more
7/14/2016
/ Acquisition Agreements ,
Antitrust Provisions ,
Capital Markets ,
EU ,
Financial Institutions ,
Financial Markets ,
Member State ,
Merger Agreements ,
Popular ,
Referendums ,
UK ,
UK Brexit
In Staff Legal Bulletin 14H released on October 22, 2015, the staff of the SEC’s Division of Corporation Finance weighed in on two important means by which a company may exclude a shareholder proposal from company proxy...more
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
7/17/2015
/ Board of Directors ,
Clawbacks ,
Corporate Officers ,
Directors ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Incentive Compensation ,
Publicly-Traded Companies ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Shareholders
A divided Securities and Exchange Commission proposed rules on April 29, 2015 that would require U.S. public companies to disclose the relationship between executive compensation “actually paid” and the financial performance...more
Spurred by the Jumpstart Our Business Startups (JOBS) Act, the SEC has adopted final rules easing the way for smaller U.S. and Canadian companies to raise capital. These rules build on current Regulation A and are sometimes...more
Recent activity by shareholder governance advocates and the SEC has thrust proxy access back into the spotlight. Here we provide a brief refresher on proxy access and our thoughts on recent developments....more
On September 10, the U.S. Securities and Exchange Commission (“SEC”) announced charges against 28 officers, directors and major shareholders for violating Sections 13 and 16 of the Securities Exchange Act of 1934 (the...more
Presented below is a brief survey of leading cases interpreting Pennsylvania corporate law in situations involving takeovers, proxy fights or other matters affecting corporate changes of control. This summary is by no means...more
On September 18, 2013, the Securities and Exchange Commission issued proposed rules that would require public companies to disclose the median annual total compensation of all their employees and the ratio of such median to...more