On April 4, 2023, the U.S. Securities and Exchange Commission (“SEC”) filed suit against Charlie Javice, the 31-year-old founder of Frank, a student loan and financial aid assistance company. That same day, the U.S....more
5/31/2023
/ Bank Fraud ,
Department of Justice (DOJ) ,
Enforcement ,
Financial Aid ,
Penalties ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Student Loans ,
Willful Misconduct ,
Wire Fraud
On May 3, 2023, the U.S. Securities and Exchange Commission (the “Commission”) adopted amendments to its rules regarding share repurchase disclosures (the “Final Rules”) in an effort to enhance transparency and...more
On August 25, 2022, the Securities and Exchange Commission (SEC) adopted its long-awaited pay versus performance (PvP) rules mandated by the Dodd-Frank Act of 2010.1 These rules amend the SEC’s existing executive compensation...more
Digital assets and special purpose acquisition companies (“SPACs”) have been two of the hottest topics in the financial world over the past few years, and, unsurprisingly, the topics overlap with increasing frequency. We have...more
5/5/2022
/ Acquisition Agreements ,
Cryptocurrency ,
Digital Assets ,
Disclosure Requirements ,
Initial Public Offering (IPO) ,
Investment Company Act of 1940 ,
Investor Protection ,
Proposed Rules ,
Proxy Statements ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs) ,
Valuation
On January 3, 2022, the Delaware Court of Chancery issued a long-awaited and highly-anticipated decision arising out of a challenge to a transaction involving a special purpose acquisition company (SPAC) and addressing...more
In a September 21, 2021 press release, Activision Blizzard confirmed that the SEC Enforcement Division issued a subpoena “to the Company and several current and former employees and executives regarding disclosures on...more
Welcome to the inaugural issue of The Insider. This new publication from King & Spalding’s Public Companies Practice, which will be produced periodically, is focused on key developments for chief legal officers and their...more
6/30/2021
/ Attorney-Client Privilege ,
D&O Insurance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Duty to Monitor ,
Email ,
Fiduciary Duty ,
Forum Selection ,
Poison Pill ,
Regulatory Oversight ,
Third-Party
BlackRock Doubles Down on Sustainability -
• BlackRock signals substantially more assertive posture on climate-related issues
• New approach to shareholder proposals saw BlackRock support 54% of environmental and social...more
4/23/2021
/ Benchmarking ,
BlackRock ,
Climate Change ,
Coronavirus/COVID-19 ,
Diversity and Inclusion Standards (D&I) ,
EEO-1 ,
Environmental Social & Governance (ESG) ,
Institutional Shareholder Services (ISS) ,
Investment ,
Securities and Exchange Commission (SEC) ,
State Street ,
Sustainability ,
Transparency ,
Vanguard
Each January, BlackRock typically previews its stewardship priorities in CEO Larry Fink’s annual letter to portfolio companies, followed soon thereafter by updated proxy voting guidelines. Given BlackRock’s position as the...more
Proxy advisory firms ISS and Glass Lewis have issued their annual updated proxy voting guidelines for the upcoming 2021 proxy season. Glass Lewis’s new guidelines apply to shareholder meetings on or after January 1, 2021,...more
12/8/2020
/ Advance Notice ,
Board of Directors ,
Diversity and Inclusion Standards (D&I) ,
Environmental Policies ,
Exclusive Forum ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Nasdaq ,
Notice Requirements ,
Policy Terms ,
Proxy Advisors ,
Proxy Voting Guidelines ,
Securities and Exchange Commission (SEC) ,
Sexual Harassment ,
Term Limits ,
Virtual Meetings ,
Woman Board Members
On September 23, 2020, the SEC adopted long-awaited amendments to Rule 14a-8 modifying the criteria for eligibility and resubmission of shareholder proposals. Prior to these amendments, the submission threshold had not been...more
On August 26, 2020, the Securities and Exchange Commission adopted modest amendments to Item 101 (business description), Item 103 (legal proceedings) and Item 105 (risk factors) of Regulation S-K. The amendments reflect...more
New Market Paradigm and Pandemic Impact Requires New Solutions for U.S. Public Companies -
After years of tremendous economic growth, COVID-19 has unleashed unprecedented market volatility and extreme value dislocations for...more
The COVID-19 pandemic is an unprecedented event in human history, with massive impacts on people and organizations around the world. Companies in the United States have been evaluating and responding to the crisis for several...more
The last several weeks generated a dislocation in the capital markets not seen since the Great Recession or, in many instances, ever. REIT stocks as a group have been hit hard with the RMZ down approximately 34.41% over the...more
The rapidly developing news on the spread of the Coronavirus Disease 2019 (“COVID-19”) in the United States and other nations across the world has resulted in significant turmoil in global financial markets, bringing renewed...more
3/11/2020
/ Business Continuity Plans ,
Coronavirus/COVID-19 ,
Corporate Issuers ,
Due Diligence ,
Economic Downturn ,
Emergency Management Plans ,
Federal Reserve ,
Financial Markets ,
Force Majeure Clause ,
Infectious Diseases ,
Lost Productivity ,
Material Adverse Change Clauses (MACs) ,
Performance Standards ,
Public Health ,
Securities Transactions
On March 2, 2020, the Securities and Exchange Commission (the “SEC”) released its final rule amending the financial disclosure requirements applicable to registered debt offerings that include credit enhancements, including...more
3/6/2020
/ Amended Regulation ,
Disclosure Requirements ,
Final Rules ,
Financial Statements ,
New Rules ,
Parent Corporation ,
Publicly-Traded Companies ,
Regulation S-X ,
REIT ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Subsidiaries ,
UPREITS
BlackRock, Vanguard, and State Street Global Advisors are the world’s three largest asset managers, collectively representing over $16 trillion in AUM, including 81% of all ETF assets. These “Big Three” investors collectively...more
On January 14th, BlackRock’s CEO Larry Fink issued his annual letter to portfolio company CEOs, this year titled “A Fundamental Reshaping of Finance.” The letter focuses on the potential effect that climate change will have...more
How could the government shutdown affect your M&A transactions? Understand the ramifications of the shutdown through the lens of antitrust, securities and exchange commission, CFIUS, export controls and economic sanctions...more
A forward sale of common shares is an offering that is agreed upon today with a settlement date in the future. Forward sale agreements allow companies to capitalize on current trading prices by locking in a price at which it...more
Unlisted real estate investment trusts, or unlisted REITs, have enjoyed tremendous success raising and deploying capital into real estate investments. Unlisted REITs raise capital through public offerings and make filings...more
19 Law Firm Consensus Report as of 10:00 am EST, Monday, January 22, 2018 -
On Friday, January 19, 2018, the Securities and Exchange Commission (SEC) announced that “should there be a federal government shutdown after...more
On November 22, 2017, Glass Lewis issued its updated proxy voting guidelines for the upcoming 2018 proxy season. Notable updates applicable to U.S. companies include new or revised policies relating to:
..gender diversity...more
On November 16, 2017, Institutional Shareholder Services (“ISS”) issued its updated proxy voting guidelines for the upcoming 2018 proxy season. Notable updates applicable to U.S. companies include new or revised policies:...more