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Court Denies Bid for New Election as a Result of Misleading Disclosures on Restricted Stock Awards

In 2015, the stockholders of nominal defendant, Investors Bancorp, Inc. (“Investors Bancorp” or the “Company”), voted to approve an equity incentive plan (“EIP”) adopted by the Company’s board of directors (the “Board”)....more

Reconsidering PPP Eligibility – Should Public Companies and Financially Strong Borrowers Repay PPP Loans?

A number of public companies applied for and received potentially forgivable loans under the Paycheck Protection Program (PPP). To be eligible for a PPP loan a borrower does not need to demonstrate that it is unable to obtain...more

Q&A with ISS Governance Research on COVID-19

In this publication ISS Special Counsel Pat McGurn discusses his views on lessons learned during economic crises over the past three decades and what that means for governance during and after the COVID-19 pandemic....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

NYSE Waives Shareholder Approval Requirements in Response to COVID-19

On April 6th, the Securities and Exchange Commission approved the New York Stock Exchange’s request to provide temporary waivers of the shareholder approval requirements applicable to certain kinds of equity issuances under...more

Examples of Paycheck Protection Program Disclosures in SEC Reports

Public companies have begun to make disclosures regarding receipt of loan proceeds from the Paycheck Protection Program established by the CARES Act. ...more

SEC Provides Limited Relief for Paper Filings of Form 144

The SEC staff provided limited relief for those who wish to file Form 144 in paper as a result of the COVID-19 pandemic.  A Form 144 must be filed with the SEC upon the sale of restricted securities when specified in Rule...more

ISS Announces COVID-19 Policies

ISS issued guidance on its policy application in light of the global impacts of the COVID-19 pandemic. The guidance addresses how ISS plans to apply ISS’ benchmark proxy voting policies over the coming months as annual...more

SEC Updates Shareholder Meeting Guidance

As a result of the COVID-19 pandemic, SEC staff provided guidance on changing the date time and place of an annual meeting, switching to a virtual shareholder meeting and certain matters related to shareholder proposals....more

SEC Chair and Corporation Finance Director Share Views on First Quarter Earnings Communications

SEC Chair Jay Clayton and William Hinman, Director, Division of Corporation Finance, shared their views in a public statement on first quarter earnings communications. Highlights of the wide-ranging statement are discussed...more

SEC Chief Accounting Speaks on Financial Reporting and COVID-19

In a public statement, Sagar Teotia, Chief Accountant of the SEC, spoke to a number of implications of COVID-19 and financial reporting. Among other things, Mr. Teotia noted that the SEC staff recognizes that the accounting...more

NYSE Proposes Rule Changes to Provide COVID-19 Relief for Listed Companies

Relief From Shareholder Approval - As a result of COVID-19, the NYSE believes that it is likely that many listed companies will have urgent liquidity needs in the coming months due to lost revenues and maturing debt...more

Examples of CARES Act Disclosures in SEC Filings

The Coronavirus Aid, Relief and Economic Security Act, or CARES Act, is a little bit over a week old and public companies have begun to make disclosures regarding its impact in SEC filings....more

SDNY Grants Preliminary Injunction to Halt Telegram Coin Offering

The Southern District of New York granted the SEC’s request for a preliminary injunction halting a coin offering in Securities and Exchange Commission v. Telegram Group Inc. et al....more

Examples of Companies Relying on SEC Order to File Late Reports as a Result of COVID-19

We previously noted that as a result of COVID-19 the SEC, pursuant to an order, provided publicly traded companies with an additional 45 days to file certain disclosure reports if designated conditions were met. One of the...more

Early Terminations to Resume Under HSR Act

The FTC announced early terminations would once again be available for merger and acquisition filings under the HSR Act.  On Monday, March 13, as part of the FTC’s response to the COVID-19 coronavirus situation, and in...more

Disclosure Guidance: Topic 9 – SEC Publishes Guidance on COVID-19 Disclosure and Securities Law Obligations

The SEC’s Division of Corporation Finance published formal disclosure guidance and other views of securities law compliance for public companies with respect to COVID-19....more

SEC Provides Relief for Signature Page Maintenance Requirements as a Result of COVID-19

SEC staff published an announcement regarding signature page maintenance as a result of the COVID-19 pandemic substantially as follows: The staff of the Division of Corporation Finance, the Division of Investment...more

Delaware Supreme Court Finds Federal Forum Selection Provisions are Facially Valid

The Delaware Supreme Court held federal-forum provisions, or FFPs, in charters of Delaware corporations are facially valid in Salzberg et al v. Sciabacucchi.  The FFPs at issue generally provided that the federal district...more

Conducting Shareholder Annual Meetings Virtually in Reaction to the COVID-19 Coronavirus

There are several growing concerns associated with the COVID-19 Coronavirus pandemic and how companies can maintain "social distancing" while also continuing business as usual. As companies evaluate these concerns several...more

CFTC Grants Work From Home Relief to Deal With COVID-19

The CFTC announced the Division of Swap Dealer and Intermediary Oversight (DSIO) has issued a number of no-action letters providing temporary, targeted relief to futures commission merchants, introducing brokers, swap...more

SEC Amends Filer Definitions; Provides SOX 404(b) Relief for Certain SRCs

The SEC has adopted amendments to the accelerated and large accelerated filer definitions to exclude smaller reporting companies with annual revenues of less than $100 million. As a result of the amendments, these smaller...more

Federal Banking Agencies Provide Banks Additional Flexibility to Support Households and Businesses

The Board of Governora of the Federal Reserve System, FDIC, and Office of the Comptroller of the Currency (agencies) are encouraging banking organizations to use their capital and liquidity buffers as they respond to the...more

Expanded Analysis: SEC Amends Accelerated Filer and Large Accelerated Filer Definitions, Provides SOX 404(b) Relief

On March 12, 2020, the Securities and Exchange Commission adopted long-awaited amendments to the accelerated filer and large accelerated filer definitions with the stated goal of “reduc[ing] unnecessary burdens for certain...more

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