The Justice Insiders Podcast: Incidents in the Material World: SEC Adopts New Cybersecurity Rules
Episode 288 -- SEC Adopts Robust New Cybersecurity Disclosure Rules
SEC Penalizes Director for Misleading D&O Questionnaire Response - The SEC recently brought an enforcement action against a director for causing violations of the proxy rules by failing to disclose a close personal...more
On September 26, 2024, the Securities and Exchange Commission (“SEC” or “the Commission”) charged a sports-betting company (the “Company”) with violating Regulation Fair Disclosure (“Reg FD”) by disclosing material, nonpublic...more
Economic uncertainty and shifts brought on by COVID-19 have us back to a familiar question from 2009 and even 2001: can you reprice options to take into account falling share prices? The answer remains yes, though tax,...more
Companies May Extend Disclosure Deadlines and Implement Changes to Annual Meetings; SEC Reminds Companies of Disclosure Obligations - The Securities and Exchange Commission recently announced that it is providing...more
The novel coronavirus (COVID-19) is affecting all aspects of our clients' businesses, not to mention their personal lives. We are fielding numerous legal and practical questions in many different substantive areas and will...more
Skadden’s Executive Compensation and Benefits Group is pleased to provide you with its 2020 Compensation Committee Handbook. This edition reflects updates in applicable law and practices, including developments in director...more
In 2015, an academic study, reported in the WSJ, showed that corporate insiders consistently beat the market in their companies’ shares in the four days preceding 8-K filings, the period that the researchers called the “8-K...more
Seyfarth Synopsis: Following Delaware’s lead in Trulia, an Illinois District Court judge refused to approve a mootness fee settlement as “worthless to the shareholders.” The judge noted that such settlements amounted to a...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
When finalizing proxy materials for upcoming annual shareholder meetings, we recommend that public companies consider the following requirements under the Securities and Exchange Commission (SEC) rules and stock exchange...more
As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange...more
I am sometimes surprised by the number of insiders who trade in their company’s stock outside of Rule 10b5-1 trading plans. It is often said, with some accuracy, that executive officers, directors and other insiders always...more
We are in the bloom of annual meeting season for calendar year filers. Reporting companies are dutifully reporting annual meeting results under Item 5.07 of Form 8-K within four business days of their annual meetings....more
All competent securities lawyers know that Item 5.02(d) of Form 8-K requires a filing, on Form 8-K, whenever a public company elects a new director other than pursuant to a shareholder vote at an annual meeting or a special...more
The following are some important reminders and updates for the 2017 proxy season. Say-When-on-Pay - Required Vote in 2017 - The Securities and Exchange Commission (SEC) requires companies to conduct a...more
For those who want to start preparing for the 2017 proxy season, our preliminary list of important considerations is set forth below: Directors’ and Officer’s Questionnaire - Nasdaq has adopted a rule requiring...more
Following are a few points to consider when preparing proxy statement materials for filing with the U.S. Securities and Exchange Commission (SEC) in connection with annual shareholder meetings....more
The Securities and Exchange Commission (SEC) adopted the final "pay ratio" disclosure rules to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) at an open meeting on...more
As accounting restatements occur relatively infrequently, and the severity is often modest, the proposed “clawback” rules represent more of a "check the box" compliance activity than a real enforcement threat....more
During the week of May 24, 2015, 8-Ks were filed that disclosed three shareholder sponsored proxy access proposals passed and five failed. All required three percent ownership for three years and all were opposed by the...more
During the week of May 10, 2015, 8-Ks were filed that disclosed 11 shareholder sponsored proxy access proposals passed and one failed. All required three percent ownership for three years and all were opposed by the company...more
During the week of May 3, 2015, 8-Ks were filed that disclosed six shareholder sponsored proxy access proposals passed and three failed. All required three percent ownership for three years and all were opposed by the...more
I recently came across the following vote tally in Item 5.07 of Form 8-K: - 73,197,209 votes for (28.9% of the voted shares) - 177,776,280 votes against (70.2% of the voted shares)... ...more
At first glance, the plaintiff’s position in Bushansky v. Armacost, 2014 U.S. Dist. LEXIS 88072 (N.D. Cal. June 25, 2014) seems a bit peculiar. The plaintiff had filed suit challenging Chevron Corporation’s adoption of an...more