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SEC Charges Issuer with Cybersecurity Disclosure Controls Failures

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

NYSE Completes Amendments to Shareholder Approval and Related Party Requirements

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

SEC Charges Company for Implementing Stock Buyback Plan Before Acquisition Negotiations Resumed

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

Homefed: MFW Conditions Not Timely Implemented

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

Director’s Undisclosed Conflict Prevents Application of Business Judgment Rule in Acquisition

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

Can Target Fiduciaries Aid and Abet an Acquirer’s Board for Breach of Fiduciary Duty?

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

SEC Simplifies Accounting Disclosures for "Significant" M&A Transactions

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

Court Dismisses Claim Against Board for Optimistic Earnings Guidance

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

Caremark Claim Against Audit Committee Survives Dismissal

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

Nasdaq Permits More Time for Companies to Regain Compliance with the Bid Price and Market Value of Publicly Held Shares

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

Litigation on Musk’s Tweets to Move Forward

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

FTC to Require Electronic HSR Filings due to Coronavirus

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

FTC Challenges Long-Term Non-Competes in Connection with Merger

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

Nasdaq Proposes Trading Halt For Certain Unusual Trading Characteristics

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

Rushed Earnings Release Results in SEC Enforcement Action

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

SEC Wants to Monitor Blockchain

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

SEC Tells How to Fix the Faulty Initial Coin Offering

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

Commission Disapproves BZX Rule Change to List Winklevoss Bitcoin Trust

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

SEC Official Explains When Tokens and Coins are Securities

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

SEC Cybersecurity Disclosure and Controls Checklist

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

FASB to Revise Accounting for Tax Act

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

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