The SEC announced a settled enforcement action concerning First American Financial Corporation’s violations of disclosure controls and procedures. The violations related to disclosures made in connection with a cybersecurity...more
6/16/2021
/ Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Enforcement Actions ,
Escrow Accounts ,
First American Title Insurance Co. ,
Form 8-K ,
Personal Data ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Vulnerability Assessments
The NYSE has amended the Listed Company Manual regarding shareholder approval requirements for the issuance of securities and certain related party matters. The SEC approved the amendments on an accelerated basis....more
4/6/2021
/ Common Stock ,
Corporate Governance ,
Financial Markets ,
Listed Company Manual ,
Listing Rules ,
NYSE ,
Popular ,
Publicly-Traded Companies ,
Related Parties ,
Securities Regulation ,
Shareholder Approval ,
Shareholders
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
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
City of Fort Myers General § Employees’ Pension Fund v Haley, which was commenced in the Delaware Court of Chancery, grew out of the merger of equals between Towers Watson & Co. and Willis Group Holdings Public Limited...more
In re Oracle Corp. Derivative Litigation considered whether a fiduciary for an acquired entity can aid and abet breaches of duty by a fiduciary for the buyer. Theoretically yes, almost anything is possible. But what if the...more
The SEC has adopted amendments to the financial disclosure requirements in Regulation S-X for acquisitions and dispositions of businesses. When a registrant acquires a significant business, other than a real estate operation,...more
In early 2016, the camera manufacturer, GoPro, Inc. planned to roll out two new products to the market, a drone that would house state of the art GoPro cameras and the latest iteration of its signature wearable camera. GoPro...more
Kandi Technologies Group, Inc. is a publicly traded Delaware corporation based in China. The Company struggled persistently with its financial reporting and internal controls, encountering particular difficulties with...more
In an immediately effective rule change approved by the SEC, Nasdaq will permit a longer period of time for companies to regain compliance with Price-based Requirements under continued listing requirements by tolling the...more
The Unites States District Court for the Northern District of California recently found that 10b-5 litigation regarding Elon Musk’s tweets could move forward after reviewing a motion to dismiss in In Re Tesla Inc. Securities...more
4/20/2020
/ Elon Musk ,
Embedded Tweets ,
Popular ,
Publicly-Traded Companies ,
Rule 10b-5 ,
Securities Litigation ,
Securities Violations ,
Social Media ,
Stock Prices ,
Tesla ,
Twitter
The FTC recently released the following information. Due to the developing COVID-19 coronavirus pandemic, and consistent with guidance from the Office of Personnel Management, the Premerger Notification Office (PNO) will...more
3/16/2020
/ China ,
Coronavirus/COVID-19 ,
Corporate Charters ,
Corporate Governance ,
Crisis Management ,
E-Filing ,
Emergency Management Plans ,
Federal Trade Commission (FTC) ,
Filing Requirements ,
Infectious Diseases ,
Notification Requirements ,
Popular ,
Pre-Merger Filing Requirements ,
Public Health ,
Relief Measures
The SEC announced charges against alcohol producer Diageo plc for failing to make required disclosures of known trends relating to the shipments of unneeded products by its North American subsidiary to distributors. Diageo...more
2/19/2020
/ Beverage Manufacturers ,
Disclosure Requirements ,
Enforcement Actions ,
Failure To Disclose ,
Inventory ,
Market Infrastructure ,
Misleading Impressions ,
Popular ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Revenue ,
Revenue Growth ,
Sales & Distribution Agreements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions ,
Settlement Agreements ,
Subsidiaries ,
Supply and Demand ,
Target Amounts ,
Wine & Alcohol
The Federal Trade Commission has issued an administrative complaint challenging Axon Enterprise, Inc.’s consummated acquisition of its body-worn camera systems competitor VieVu, LLC from parent company from Safariland....more
1/9/2020
/ Administrative Complaints ,
Anti-Competitive ,
Antitrust Provisions ,
Body Worn Cameras ,
Competition ,
Contract Terms ,
Federal Trade Commission (FTC) ,
Law Enforcement ,
Legitimate Business Interest ,
Merger Controls ,
Non-Compete Agreements ,
Non-Solicitation Agreements ,
Parent Corporation ,
Police ,
Popular ,
Technology Sector
The SEC has issued new guidance it believes will assist public companies both in assessing materiality and in drafting disclosure related to risks to technology and intellectual property that may result from conducting...more
1/3/2020
/ Asset Protection ,
Corporate Governance ,
Cross-Border Transactions ,
Customer Information ,
Data Management ,
Data Theft ,
Disclosure Requirements ,
Foreign Agents ,
Intellectual Property Protection ,
Investment ,
Investor Protection ,
Materiality ,
New Guidance ,
Popular ,
Property Theft ,
Proprietary Information ,
Publicly-Traded Companies ,
Risk Assessment ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Trade Secrets ,
Trademarks
Nasdaq has proposed new Rule 5120 permitting Nasdaq to halt trading in a security and request information from the company regarding the number of unrestricted publicly held shares when Nasdaq observes unusual trading...more
12/10/2019
/ Nasdaq ,
Popular ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Rulemaking Process ,
Sales of Securities ,
Securities Regulation ,
Securities Traders ,
Standstill Agreements ,
Trading Platforms ,
Trading Policies
Calumet Specialty Products Partners, L.P. disclosed in its third-quarter 2017 Form 10-Q that, beginning in September 2017, Calumet’s implementation of its new enterprise resource planning (“ERP”) system had resulted in...more
11/27/2019
/ Books & Records ,
Civil Monetary Penalty ,
Enforcement Actions ,
Financial Reporting ,
Financial Statements ,
Form 10-Q ,
Form 8-K ,
ICFR ,
Internal Controls ,
Popular ,
Securities Regulation ,
Securities Violations
Omega Protein Corporation manufactured and distributed omega-3 fish oils and fish meal products. Omega financed its operations through federal government programs under Title XI of the Merchant Marine Act of 1936....more
9/3/2019
/ Clean Water Act ,
Corporate Issuers ,
Criminal Convictions ,
Discharge of Pollutants ,
Enforcement Actions ,
Environmental Policies ,
Environmental Protection Agency (EPA) ,
Felonies ,
Loans ,
Merchant Marine Act of 1936 ,
Misrepresentation ,
National Marine Fisheries Service ,
Popular ,
Publicly-Traded Companies ,
Regulatory Violations ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Strict Compliance ,
Title XI
The SEC is conducting market research to determine the availability and technical capability of large and small businesses to provide blockchain data to support the SEC’s efforts to monitor risk, improve compliance, and...more
The SEC simultaneously announced a pair of settled enforcement actions related to illegally offered ICOs with extensive remedial provisions to fix the faulty offerings....more
11/19/2018
/ Cryptocurrency ,
Initial Coin Offering (ICOs) ,
Investment ,
Investment Products ,
Offerings ,
Popular ,
Regulatory Oversight ,
Remediation ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Token Sales ,
Trading Platforms ,
Unregistered Securities ,
Virtual Currency
For those who want to start preparing for the 2019 proxy season, our preliminary list of important considerations is set forth below:
Review 162(m) Disclosures in Proxy Statements...
...more
8/23/2018
/ Corporate Governance ,
Corporate Issuers ,
Cybersecurity ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Executive Compensation ,
Form 10-K ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Popular ,
Proxy Season ,
Proxy Statements ,
Proxy Voting Guidelines ,
Regulatory Oversight ,
Regulatory Requirements ,
Section 162(m) ,
Shareholder Proposals ,
XBRL Filing Requirements
Previously, the Bats BZX Exchange, Inc. filed a proposed rule change with the Commission, seeking to list and trade shares of the Winklevoss Bitcoin Trust. The SEC Division of Trading and Markets disapproved the proposed rule...more
William Hinman, Director, SEC Division of Corporation Finance, gave his personal views on when tokens and coins, which he referred to as digital assets, are securities and when they are not....more
In February 2018 the SEC outlined its views with respect to cybersecurity disclosure requirements under the federal securities laws as they apply to public reporting companies. Set forth below is a checklist of items included...more
3/6/2018
/ Cyber Attacks ,
Cyber Crimes ,
Cybersecurity ,
Data Breach ,
Data Protection ,
Data Security ,
Disclosure Requirements ,
Financial Statements ,
Hackers ,
Insider Trading ,
Investment Adviser ,
MD&A Statements ,
New Guidance ,
Personally Identifiable Information ,
Popular ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Management ,
Securities and Exchange Commission (SEC)
FASB received unsolicited input from banks and insurance companies and related trade groups on the accounting for what is referred to as the Tax Cuts and Jobs Act. Based on the input, FASB has tentatively decided to revise...more
1/15/2018
/ Accounting Standards ,
Banks ,
Comment Period ,
FASB ,
Financial Statements ,
GAAP ,
Insurance Industry ,
New Legislation ,
Popular ,
Publicly-Traded Companies ,
Tax Cuts and Jobs Act