To my knowledge this 10-K includes the first critical audit matter, or CAM, issued by a Big 4 firm. The CAM is straightforward and does not reflect negatively on the company or its audit committee or cast doubt on its...more
The SEC has issued a no-action letter to Pocketful of Quarters, Inc., or PoQ, regarding the sale of gaming tokens called Quarters to be used on the Quarters Platform to play Participating Games....more
ISS has prepared a whitepaper that analyzes trends in director overboarding. The whitepaper notes that in the 2019 proxy season, “overboarding” became a center-stage issue for many companies and investors. Several large asset...more
The SEC announced charges against Facebook Inc. for making misleading disclosures regarding the risk of misuse of Facebook user data. According to the SEC, for more than two years, Facebook’s public disclosures presented the...more
7/25/2019
/ Data Management ,
Data Transfers ,
Enforcement Actions ,
Facebook ,
Internal Controls ,
Personal Data ,
Policies and Procedures ,
Public Disclosure ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Social Media
Institutional Shareholder Services Inc. has launched its Annual Policy Survey. The survey is a key component of ISS’ annual benchmark policy development process, looking at potential policy changes globally for 2020 and...more
7/24/2019
/ Benchmarks ,
Board of Directors ,
CEOs ,
Climate Change ,
Compensation & Benefits ,
Corporate Governance ,
Diversity ,
Executive Compensation ,
Gender Discrimination ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Publicly-Traded Companies ,
Surveys
The Long-Term Stock Exchange, or LTSE, has filed a rule proposal designed to create long-term value for listed issuers. As of yet, I do not believe there are any companies listed on the LTSE, but it was only recently approved...more
The SEC published a statement that encourages market participants to proactively manage their transition away from LIBOR and outlines several potential areas that may warrant increased attention during that time. It is...more
Blockstack previously announced they expected to be the first Regulation A qualified ICO. I blogged that this was a likely a correct prediction. It turns out it was true as the SEC has qualified the ICO....more
Five federal financial regulatory agencies adopted a final rule to exclude community banks from the Volcker Rule, consistent with the Economic Growth, Regulatory Relief, and Consumer Protection Act....more
FASB has issued an Invitation to Comment, or ITC, as part of FASB’s project on certain identifiable intangible assets acquired in a business combination and subsequent accounting for goodwill. In previous outreach, the FASB...more
In a public statement, SEC Chairman Jay Clayton discussed the historical interplay between settlement offers and related waiver requests. Chair Clayton noted...more
In Ephrat et al v medCPU, Inc., the Delaware Court of Chancery considered whether a separation agreement released claims of advancement pursuant to medCPU’s, or the company’s, certificate of incorporation. The plaintiffs,...more
The Federal Trade Commission, with the concurrence of the Antitrust Division of the U.S. Department of Justice, has approved amendments to the Hart-Scott-Rodino Rules and to the instructions for filling out the Antitrust Act...more
In House v. Akorn, Inc. the United States District Court for the Norther District of Illinois Eastern division related to the proposed acquisition of Akorn by Frensenius Kabi AG. The plaintiffs in these cases sued Akorn and...more
6/26/2019
/ Acquisition Agreements ,
Attorney's Fees ,
Corporate Sales Transactions ,
Disclosure Requirements ,
Form 8-K ,
GAAP ,
Materiality ,
Motion To Intervene ,
Proxy Statements ,
Publicly-Traded Companies ,
Purchase Agreement ,
Settlement Agreements ,
Shareholders
In Chester County Employees’ Retirement Fund v. KCG Holdings, Inc. et al the Delaware Court of Chancery considered the interplay between the Corwin and Revlon doctrines. In July 2017, Virtu Financial, Inc. (“Virtu”) acquired...more
FASB has taken a major step towards approving accounting relief for companies required to modify contracts as a result of new global reference rates which are expected as a result of the expected transition away from LIBOR....more
In Marchand v. Barnhill et al the Delaware Supreme Court overturned the Court of Chancery’s decision to dismiss a complaint asserting a Caremark cause of action for failure to state a claim. The case involved Blue Bell...more
6/19/2019
/ Bad Faith ,
Blue Bell Creameries ,
Board of Directors ,
Caremark claim ,
Cause of Action Accrual ,
Compliance Management Systems ,
DE Supreme Court ,
Dismissals ,
Failure To State A Claim ,
Food Recalls ,
Food Safety ,
Listeria ,
Public Health ,
Publicly-Traded Companies
The FTC published its views on divestiture packages used to obtain clearance under the HSR Act.
According to the FTC:
“Before putting pen to paper, parties should discuss with Bureau staff what assets, rights, and...more
In Howland Jr. v. Kumar et al the Delaware Court of Chancery addressed the alleged spring-loading of options in connection with the repricing of options when considering a motion to dismiss....more
In July 2015, Toshiba Corporation (“Toshiba”) revealed that it had overstated its profits by billions of dollars. As a result, Toshiba implemented a plan to sell a subsidiary to Canon Inc. (“Canon”). In March 2016, Toshiba...more
It has been widely reported that the SEC sued Kik Interactive Inc. for conducting an illegal $100 million securities offering of digital tokens. The SEC charges that Kik sold the tokens to U.S. investors without registering...more
Quoting both a nearly 70-year-old decision and a nearly 30-year-old SNL skit, the Delaware Court of Chancery, in Stein v. Blankfein et al, reaffirmed that in most circumstances decisions of directors awarding director...more
In a review of a PCAOB disciplinary proceeding the SEC took the rare step of cancelling the PCAOB’s finding that an audit partner of a Big Four firm engaged in repeated instances of negligent conduct during the audit of a...more
6/3/2019
/ Audits ,
Disclosure Requirements ,
Financial Statements ,
Form 10-K ,
Internal Controls ,
Mortgage REITS ,
Negligence ,
PCAOB ,
Publicly-Traded Companies ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC)
In Shareholder Representative Services LLC v. RSI Holdco, LLC et al, the Delaware Court of Chancery considered when a buyer can use the acquired company’s privileged pre-merger attorney-client communications in post-closing...more
In AG Oncon, LLC et al v. Ligand Pharmaceuticals Inc., the Delaware Court of Chancery upheld an issuer’s right to conform an Indenture to the related description of notes contained in the offering memorandum used to privately...more