As expected, the U.S. Securities and Exchange Commission released two significant rule proposals for issuers on December 15, 2021—one regarding issuer share repurchases and the other regarding issuer and director and officer...more
On September 23, 2020, the United States Securities & Exchange Commission announced the adoption of amendments to its shareholder proposal rule, Rule 14a-8, aimed at modernizing the requirements for submitting (and...more
The novel coronavirus (COVID-19) is interfering with the normal function of businesses around the world, including in the form of travel restrictions, quarantines, office closures and employees being encouraged (or required)...more
The Delaware Chancery Court rejected an attempt by Tesla’s Board of Directors to dismiss a challenge to CEO Elon Musk’s “extraordinary” 2018 compensation package. Because Musk is also Tesla’s controlling stockholder, the...more
10/21/2019
/ Board of Directors ,
Breach of Duty ,
Burden-Shifting ,
Business Judgment Rule ,
Compensation Committee ,
Conflicts of Interest ,
Controlling Stockholders ,
Elon Musk ,
Entire Fairness Standard ,
Executive Compensation ,
Fiduciary Duty ,
MFW ,
Motion to Dismiss ,
Ratification ,
Shareholder Litigation ,
Tesla
The United States Securities and Exchange Commission announced on March 20, 2019 the adoption of amendments to its rules in light of its mandate under the 2015 Fixing America’s Surface Transportation (FAST) Act. The bulk of...more
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 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