FASB has issued an Accounting Standards Update (ASU) that provides temporary optional guidance to ease the potential burden in accounting for reference rate reform....more
The SEC published guidance to assist public companies, investment companies, shareholders, and other market participants affected by COVID-19 with their upcoming annual shareholder meetings....more
3/16/2020
/ Annual Meeting ,
China ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Crisis Management ,
EDGAR ,
Emergency Management Plans ,
Infectious Diseases ,
Proxy Season ,
Public Health ,
Publicly-Traded Companies ,
Relief Measures ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Virtual Meetings
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 has adopted amendments to the accelerated filer and large accelerated filer definitions. The amendments exclude from the accelerated and large accelerated filer definitions an issuer that is eligible to be a smaller...more
3/13/2020
/ Accelerated Filers ,
Financial Regulatory Reform ,
Financial Reporting ,
Form 10-K ,
Form 20-F ,
ICFR ,
New Amendments ,
Publicly-Traded Companies ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Smaller Reporting Companies
ISS has launched a new specialty Climate Voting Policy. Other specialty voting policies maintained by ISS include SRI, Sustainability, Faith-Based, Taft-Hartley, and Public Fund policies....more
The SEC announced that it is providing conditional regulatory relief for certain publicly traded company filing obligations under the federal securities laws. The impacts of the coronavirus may present challenges for certain...more
3/5/2020
/ Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Filing Deadlines ,
Form 8-K ,
Form S-3 ,
Form S-8 ,
Publicly-Traded Companies ,
Relief Measures ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The Delaware Court of Chancery considered a number of issues in Skye Mineral Investors, LLC et al v DXS Capital (U.S.) Limited et al. The dispute was among members of a Delaware limited liability company, Skye Mineral...more
Shawn Severson is the owner and manager of EnergyTech Investor, LLC. Between August 2015 and March 2018, UQM Technologies, Inc., or UQM, retained Severson, through EnergyTech Investor and another firm, to provide investor...more
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 SEC provided guidance on disclosure of financial metrics in MD&A. At the same time, the SEC proposed rules to amend other disclosure obligations of public companies....more
2/3/2020
/ Corporate Governance ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
Form 10-K ,
Item 303 ,
MD&A Statements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The SEC recently revised Instruction 1 to Item 303(a) to allow registrants who are providing financial statements covering three years in a filing to omit discussion of the earliest of the three years if such discussion was...more
On January 13, 2020, the U.S. Department of Treasury published final regulations relating to the Committee on Foreign Investment in the United States, or CFIUS. The regulations implement the Foreign Investment Risk Review...more
1/22/2020
/ Bad Actors ,
CFIUS ,
Covered Transactions ,
Critical Infrastructure Sectors ,
Cross-Border Transactions ,
Final Rules ,
FIRRMA ,
Foreign Investment ,
Foreign Persons ,
Investment ,
Jurisdiction ,
National Security ,
Ownership Rules ,
Real Estate Transactions ,
Regulatory Oversight ,
Regulatory Requirements ,
Rulemaking Process
In McElrath v. Kalanick et al, the Delaware Supreme Court examined the liability of directors of Uber for an acquisition. The case arose out of Uber’s acquisition of Ottomotto LLC. Otto was founded by Anthony Levandowski, a...more
1/20/2020
/ Contract Terms ,
DE Supreme Court ,
Directors ,
Driverless Cars ,
Due Diligence ,
Fiduciary Duty ,
Forensic Examination ,
Google ,
Hiring & Firing ,
Indemnification Clauses ,
Independent Investigations ,
Infringement ,
Intellectual Property Litigation ,
Intellectual Property Protection ,
Liability ,
Merger Agreements ,
Non-Solicitation Agreements ,
On-Demand Services ,
Personal Liability ,
Proprietary Information ,
Publicly-Traded Companies ,
Recruitment Policies ,
Subsidiaries ,
Uber
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
Morrison v. Berry considers Plaintiff’s claims for damages following the purchase of a grocery-store chain, The Fresh Market, Inc. (“Fresh Market” or the “Company”) by Apollo investment entities. The Plaintiff was a former...more
1/6/2020
/ Breach of Duty ,
Business Judgment Rule ,
Class Action ,
Class Members ,
Controlling Stockholders ,
Corporate Counsel ,
Corporate Sales Transactions ,
Disclosure Requirements ,
Disinterested Parties ,
Duty of Loyalty ,
Failure To State A Claim ,
Fiduciary Duty ,
Grocery Stores ,
Gross Negligence ,
Misleading Statements ,
Motion to Dismiss ,
Publicly-Traded Companies ,
Schedule 14D-9 ,
Shareholder Litigation ,
Tender Offers ,
Unfair Pricing
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
SEC Chairman Jay Clayton, Sagar Teotia, Chief Accountant and William Hinman, Director, Division of Corporation Finance issued a Statement on Role of Audit Committees in Financial Reporting and Key Reminders Regarding...more
1/2/2020
/ Audit Committee ,
Auditor Independence ,
Audits ,
Corporate Governance ,
Critical Audit Matters (CAMs) ,
Disclosure Requirements ,
Financial Reporting ,
GAAP ,
ICFR ,
Libor ,
PCAOB ,
Policy Statement ,
Regulatory Oversight ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Tone At The Top
The SEC is proposing Rule 13q-1 and an amendment to Form SD to implement Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “DoddFrank Act”) relating to disclosure of payments by resource...more
12/20/2019
/ Amended Regulation ,
Annual Reports ,
Corporate Issuers ,
Disclosure Requirements ,
Dodd-Frank ,
Energy Projects ,
Foreign Governments ,
Form SD ,
Mineral Extraction ,
Natural Resources ,
Oil & Gas ,
Regulatory Agenda ,
Resource Extraction ,
Rulemaking Process ,
Section 1504 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The SEC has proposed amendments to the definition of “accredited investor” to add new categories of qualifying natural persons and entities and to make certain other modifications to the existing definition....more
12/19/2019
/ Accredited Investors ,
Credentialing ,
Limited Liability Company (LLC) ,
Natural Person Requirement ,
Professional Certifcates ,
Proposed Amendments ,
Publicly-Traded Companies ,
Registered Investment Advisors ,
Rule 501 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The SEC has proposed amendments to the definition of “accredited investor” to add new categories of qualifying natural persons and entities and to make certain other modifications to the existing definition....more
12/19/2019
/ Accredited Investors ,
Credentialing ,
Limited Liability Company (LLC) ,
Natural Person Requirement ,
Professional Certifcates ,
Proposed Amendments ,
Publicly-Traded Companies ,
Registered Investment Advisors ,
Rule 501 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The PCAOB announced it has conducted a limited review of audit reports of large accelerated filers reporting critical audit matters or CAMs....more
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
ISS has announced its 2020 policy updates. The summary below is largely extracted from ISS’ executive summary or the commentary in the updated policies....more
11/12/2019
/ Benchmarks ,
Board of Directors ,
Corporate Governance ,
Diversity ,
Employee Incentive Plans ,
Gender-Based Pay Discrimination ,
Institutional Shareholder Services (ISS) ,
Pay Gap ,
Policy Updates ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Repurchases ,
Shareholder Proposals
Stinson has prepared an analysis of proposed rules recently adopted by the SEC at an open meeting on November 5. SEC Commissioners voted 3-2 to propose potentially significant changes to the shareholder proposals...more
11/8/2019
/ Corporate Governance ,
Proposed Rules ,
Proxy Advisors ,
Proxy Materials ,
Proxy Solicitations ,
Proxy Statements ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders