At an open meeting on November 5th, SEC Commissioners voted 3-2 to propose potentially significant changes to the shareholder proposals process under Rule 14a-8 with respect to the bases upon which issuers can seek to omit...more
11/7/2019
/ Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Advisors ,
Proxy Materials ,
Proxy Season ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Rule 14a-8 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Threshold Requirements
In PWP Xerion Holdings III LLC v Red Leaf Resources, Inc. discussed disputed consent rights in connection with a joint venture. In so doing, Vice Chancellor Laster had to consider the meaning of the word “affiliate.”...more
ISS announced the launch of its benchmark voting policy comment period which will help set policy for the upcoming proxy season....more
10/8/2019
/ Benchmarks ,
Comment Period ,
Corporate Governance ,
Dual Class Share Structures ,
Independent Boards ,
Institutional Shareholder Services (ISS) ,
Policy Statement ,
Proxy Season ,
Proxy Voting ,
Publicly-Traded Companies ,
Shareholder Proposals ,
Stock Repurchases ,
Sunset Provisions
The Energy and Environment Legal Institute has requested the SEC to take appropriate action to prevent and prohibit registrants from making materially false and misleading claims and statements related to global climate...more
10/4/2019
/ Advertising ,
Best Practices ,
Climate Change ,
Greenhouse Gas Emissions ,
Greenwashing ,
Marketing ,
Misleading Statements ,
Paris Agreement ,
Press Releases ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
The SEC’s Division of Corporation Finance has realigned the work of its disclosure program to promote collaboration, transparency and efficiency. As a result of the realignment, the disclosure program staff will focus their...more
In a settled enforcement action, the SEC resolved allegations related to non-monetary transactions regarding certain Comscore transactions. The enforcement action also involved disclosures surrounding the number of...more
9/30/2019
/ Disclosure Requirements ,
Enforcement Actions ,
Failure To Disclose ,
Misleading Impressions ,
Publicly-Traded Companies ,
Quarterly Report ,
Regulatory Violations ,
Revenue Growth ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Settlement Agreements
The SEC recently settled an enforcement action against Mylan N.V., claiming Mylan failed to timely disclose to investors a possible loss relating to a nearly two-year Department of Justice probe into whether Mylan...more
9/30/2019
/ Department of Justice (DOJ) ,
Disclosure Requirements ,
Enforcement Actions ,
False Billing ,
Final Judgment ,
Form 10-Q ,
Investigations ,
Loss Contingencies ,
Medicaid ,
Medical Devices ,
Motion To Enjoin ,
Mylan Pharmaceuticals ,
Pharmaceutical Industry ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Statute of Limitations
The SEC issued new rules in a release captioned “Solicitations of Interest Prior to a Registered Public Offering.” New Rule 163B enables all issuers to engage in test-the-waters communications with qualified institutional...more
9/27/2019
/ Accredited Investors ,
Anti-Fraud Provisions ,
Emerging Growth Companies ,
Initial Public Offering (IPO) ,
Investment Companies ,
New Rules ,
Qualified Institutional Buyers ,
Registration Statement ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Testing-the-Waters Communications
Our preliminary list of important planning considerations for the 2020 proxy season is set forth below.
Directors’ and Officers’ Questionnaires; Committee Charters -
We have identified only a few possible changes to...more
9/17/2019
/ Accelerated Filers ,
Board of Directors ,
Corporate Governance ,
Corporate Issuers ,
Corporate Officers ,
Disclosure Requirements ,
EDGAR ,
Filing Requirements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
GAAP ,
Hedging ,
Institutional Shareholder Services (ISS) ,
MD&A Statements ,
Proxy Season ,
Proxy Statements ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulation S-K ,
Say-on-Pay ,
Section 162(m) ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Tax Cuts and Jobs Act ,
XBRL Filing Requirements
We have identified only a few possible changes to date for D&O questionnaires for the 2020 proxy season.
New rules adopted to implement the FAST Act clarify that registrants may, but are not required to, rely only on...more
9/16/2019
/ Board of Directors ,
Compensation & Benefits ,
Corporate Governance ,
Corporate Officers ,
EDGAR ,
Executive Compensation ,
Filing Requirements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Independent Directors ,
Nasdaq ,
Proxy Season ,
Publicly-Traded Companies ,
Section 16
FASB has issued a proposed Accounting Standards Update, or ASU, intended to improve guidance used to determine whether debt should be classified as a current or noncurrent liability in a classified balance sheet....more
9/13/2019
/ Accounting Standards ,
Balance Sheets ,
Debt ,
Debt Instruments ,
Disclosure ,
FASB ,
Financial Accounting ,
Financial Reporting ,
Financial Statements ,
Guidance Update ,
Proposed Amendments
The SEC published this statement announcing a new position on requests for no action letters to exclude shareholder proposals:
After the recent proxy and shareholder proposal season, the Division considered whether...more
FASB has issued a proposed Accounting Standards Update, or ASU, to provide temporary optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial...more
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
Activist investor Third Point LLC and three funds that it controls have agreed to settle Federal Trade Commission charges that the funds violated the premerger notification and waiting period requirements of the...more
8/29/2019
/ Activist Investors ,
Dow Chemical ,
DuPont ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Notification Requirements ,
Parent Corporation ,
Pre-Merger Filing Requirements ,
Securities Violations ,
Statutory Waiting Period ,
Voting Securities
The SEC provided guidance to assist investment advisers in fulfilling their proxy voting responsibilities. The guidance discusses, among other matters, the ability of investment advisers to establish a variety of different...more
The SEC charged TherapeuticsMD Inc., a pharmaceutical company headquartered in Boca Raton, Florida, with violations of Regulation FD based on its sharing of material, nonpublic information with sell-side research analysts...more
8/21/2019
/ Disclosure Requirements ,
Enforcement Actions ,
FDA Approval ,
Food and Drug Administration (FDA) ,
Insider Trading ,
Investigational New Drug Application (IND) ,
Non-Public Information ,
NYSE ,
Pharmaceutical Industry ,
Publicly-Traded Companies ,
Regulation FD ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Stock Prices ,
Trading Platforms
The Financial Accounting Standards Board issued a proposed Accounting Standards Update, or ASU, that would grant private companies, not-for-profit organizations, and SEC registrants classified as smaller reporting companies...more
In Manti Holdings LLC et al v. Authentix Acquisition Company, Inc., the Delaware Court of Chancery held a stockholder could waive appraisal rights in a stockholders agreement. ...more
A question some ponder is whether all audit reports will include a discussion of critical audit matters, or CAMs. The answer is “yes” if you consider the 11 audit reports issued by the Big 4 on and after August 1 for large...more
We noted a couple of early CAMs here and here. In addition, as of the end of the week on August 9, 1019, we identified the following CAMs (note that the easiest way to navigate the EDGAR documents to find the CAMs is to...more
The SEC has issued proposed rule amendments to modernize the description of business, legal proceedings and risk factor disclosures that registrants are required to make pursuant to Regulation S-K. The SEC stated the proposed...more
The Fixing America’s Surface Transportation Act, or FAST Act, required the SEC to consider ways to streamline SEC regulations. Accordingly, the SEC adopted final amendments to its rules that are intended to modernize and...more
The SEC has issued proposed rule amendments to modernize the description of business, legal proceedings, and risk factor disclosures that registrants are required to make pursuant to Regulation S-K. The SEC stated the...more
An audit report was filed with a 10-K that includes two CAMs. One is related to revenue recognition and the other is related to uncertain tax positions....more