CorpCast Episode 1: Sections, 204, 205 and In re Numoda
On October 10, 2023, the Securities and Exchange Commission (SEC) adopted amendments to the reporting requirements relating to beneficial ownership. As outlined below, the amendments (i) shorten the deadlines to file for...more
In July, the U.K. Digitization Taskforce released an interim report containing a series of potential recommendations for the government, regulators and market participants, in order to achieve full digitization of the U.K....more
The FCA has recently completed a review of the way in which UK issuers disclose changes to their total voting rights to the market and the resulting effect on major shareholding notifications. ...more
The Financial Conduct Authority (FCA) has published Primary Market Bulletin No.33 (PMB No.33) featuring Brexit-related changes for EEA audit firms, details of their new online portal for submitting major shareholdings...more
Yesterday's post concerned a recent ruling by U.S. District Court Judge Phyllis J. Hamilton concerning whether a plaintiff's purchase of a cryptocurrency was subject to qualification as an "issuer transaction" under the...more
Earlier this month, the New York Stock Exchange (NYSE) published its annual Listed Company Compliance Guidance for NYSE Issuers (guidance), which includes useful reminders of important rules and policies applicable to...more
Among other things, SEC Staff Legal Bulleting No. 14I provides guidance on excluding images from shareholder proposals. SLB14I provides the Division of Corporation Finance’s view that, consistent with recent no-action letter...more
Dal 3 luglio 2017 è possibile utilizzare la piattaforma del mercato secondario oltre che per le obbligazioni anche per l’offerta di azioni. Nuove opportunità per le offerte retail con nuovi ruoli (e responsabilità) per lo...more
Yesterday’s post concerned various actions that a California corporation may pursue in lieu of issuing fractional shares. I left for today the subject of rounding. Section 407 of the Corporations Code expressly permits...more
On April 13, 2016, the U.S. Department of the Treasury issued proposed regulations under Section 305(c) of the Internal Revenue Code that would resolve certain issues relating to the amount and timing of deemed distributions...more
Corporate governance has changed dramatically since passage of the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The level of shareholder engagement and institutional...more
Recovery provisions would apply on a no-fault basis to executive officers of virtually all exchange-listed companies who received incentive-based compensation during the three fiscal years preceding an accounting restatement...more
Morris James LLP’s Corporate and Fiduciary Litigation Group introduces CorpCast, a podcast discussing Delaware corporate and commercial law and practice. In this first episode, we discuss In re Numoda Corporation S’holders...more
Business lawyers frequently face mistakes their clients make in documenting what they want to accomplish in terms of corporate actions, such as issuing stock. Clients will ask for advice years after they have delivered stock...more
The Comptroller of the City of New York, who oversees pension funds with a combined $160 billion in assets, recently submitted proxy access shareholder proposals at 75 U.S. public companies as part of its Boardroom...more
Effective as of August 1, 2013, the Delaware legislature adopted several significant amendments to the Delaware General Corporation Law (DGCL). ...more