In Pascal v. Czerwinski et al, the Delaware Court of Chancery considered whether disclosures in Columbia Financial’s 2019 proxy statement related to the adoption of an equity incentive plan, or EIP, were adequate. ...more
The SEC adopted final rules that will require resource extraction issuers that are required to file reports under Section 13 or 15(d) of the Securities Exchange Act of 1934 to disclose payments made to the U.S. federal...more
The pending National Defense Authorization Act (NDAA) for Fiscal Year 2021 (H.R. 6395) will require many private companies to confidentially report the beneficial ownership of their common stock in many circumstances....more
The National Defense Authorization Act (NDAA) for Fiscal Year 2021 (H.R. 6395) conference report that passed the Senate will require private companies to report the beneficial ownership of their common stock in many...more
The SEC has adopted final rules regarding electronic signatures with respect to Regulation S-T Rule 302.
New Rule 302(b)(2) of Regulation S-T provides that, before a signatory initially uses an electronic signature to sign...more
The SEC adopted amendments intended to modernize, simplify and enhance certain financial disclosure requirements in Regulation S-K, including rules related to MD&A....more
We previously discussed an SEC enforcement action against Andeavor LLC for controls violations relating to a stock buyback plan it implemented while it was in discussion to be acquired by Marathon Petroleum Corp. in 2018....more
The SEC adopted final rules which the SEC believes harmonizes, simplifies, and improves the complex exempt offering framework....more
The PCAOB released an interim analysis report and two accompanying white papers providing the PCAOB’s perspective on the initial impact of critical audit matter (CAM) requirements and insights learned from stakeholders....more
The SEC announced settled charges against Andeavor LLC for controls violations relating to a stock buyback plan it implemented while it was in discussions to be acquired by Marathon Petroleum Corp. in 2018. Andeavor agreed to...more
ISS announced the launch of its annual benchmark voting policy comment period. ISS has made available for public comment a number of proposed changes to ISS’ benchmark voting policies for 2021. Key proposed changes for the...more
At an open meeting of the Securities and Exchange Commission on October 7th, the Commission approved issuance of a proposed conditional exemptive order that would allow “finders” to engage with accredited investors in...more
Our preliminary list of important planning considerations for the 2021 proxy season is set forth below.
Directors’ and Officers’ Questionnaires; Committee Charters -
We have identified only a few possible changes to...more
10/1/2020
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Business Development Companies ,
Corporate Governance ,
Corporate Issuers ,
Corporate Officers ,
Disclosure Requirements ,
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MD&A Statements ,
Proxy Season ,
Publicly-Traded Companies ,
Sarbanes-Oxley ,
Say-on-Pay ,
XBRL Filing Requirements
The U.S. Department of Labor yesterday made available a proposed rule that would address the application of the prudence and exclusive purpose duties under the Employee Retirement Income Security Act (ERISA) with respect to...more
As we noted here, the SEC has expanded the definition of accredited investor. This means many forms of subscription agreements may need to be updated. No two agreements are exactly alike, but we have updated one form we use....more
The SEC adopted amendments to modernize the description of business, legal proceedings, and risk factor disclosures that registrants are required to make pursuant to Regulation S-K. These disclosure items have not undergone...more
On August 26, 2020, the Securities and Exchange Commission adopted amendments and issued a related order to expand the definition of “accredited investor” under Rule 501(a) of the Securities Act to include natural persons...more
In CHS/Community Health Systems, Inc. et al v. Steward Health Care System LLC, the Delaware Court of Chancery examined who was an intended third-party beneficiary of an indemnification provision in an Asset Purchase...more
At its August 29, 2020 Board meeting, FASB Board discussed what changes should be made to the disclosure requirements for interim reporting....more
The SEC charged former Hertz CEO and Chairman Mark Frissora with aiding and abetting the company in its filing of inaccurate financial statements and disclosures....more
8/17/2020
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Disclosure Requirements ,
Earnings Reports ,
Enforcement Actions ,
Financial Reporting ,
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Regulatory Violations ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
Manti Holdings, LLC, et al. v. Authentix Acquisition Company, Inc. considered whether a “loser pays” fee-shifting provision in a stockholders’ agreement violated Delaware law. In 2008, the Petitioners had all held stock in a...more
ISS has launched its 2021 Annual Policy Survey. Generally, the survey is the first step in ISS’ annual benchmark policy development process....more
Proxy voting advice businesses, or PVABs, have come to play an important role in the proxy voting process by providing an array of voting services that can help investment advisers and institutional investor clients manage...more
In Re Homefed Corporation Stockholder Litigation arose from a transaction in which Jefferies Financial Group Inc., the 70% stockholder of HomeFed Corporation, acquired the rest of the shares of the company in July 2019 by...more
In Murfey v WHC Ventures, LLC the Delaware Supreme Court interpreted the books and records provisions of three limited partnership agreements. The plaintiff wanted Schedule K-1s attached to the partnerships’ tax returns. ...more