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
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
4/25/2020
/ CARES Act ,
Coronavirus/COVID-19 ,
Eligibility Determination ,
Federal Loans ,
Financial Stimulus ,
Paycheck Protection Program (PPP) ,
Publicly-Traded Companies ,
Relief Measures ,
SBA ,
SBA Lending Programs ,
Small Business
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
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
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
Public companies have begun to make disclosures regarding receipt of loan proceeds from the Paycheck Protection Program established by the CARES Act. ...more
4/15/2020
/ CARES Act ,
Coronavirus/COVID-19 ,
Disclosure Requirements ,
Federal Loans ,
Financial Stimulus ,
Paycheck Protection Program (PPP) ,
Publicly-Traded Companies ,
Relief Measures ,
SBA ,
SBA Lending Programs ,
Securities and Exchange Commission (SEC) ,
Small Business
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 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
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 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
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
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
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
4/6/2020
/ CARES Act ,
Coronavirus/COVID-19 ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Filing Requirements ,
Form 10-K ,
Form 8-K ,
Required Forms ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
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
3/31/2020
/ Blockchain ,
Cryptocurrency ,
Howey ,
Initial Coin Offering (ICOs) ,
Investment Opportunities ,
Offerings ,
Preliminary Injunctions ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Token Sales ,
Unregistered Securities
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
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
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 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
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
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
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
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
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
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