News & Analysis as of September 20, 2024

Directors

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The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +

The Justice Insiders Podcast: Meet the Securities and Exchange (and Human Resources) Commission

California Says Corporations And LLCs Can't Be Directors; The Securities Exchange Act Apparently Believes Otherwise

Allen Matkins on 11/16/2023

Nine years ago, I posed the question of whether the California General Corporation Law permits corporations to serve as directors. My answer at the time was "no" because Section 164 of the Corporations Code defines...more

Eighth Circuit Affirms Dismissal Of Merger-Related Derivative Suit For Failure To Plead Demand Excusal

A&O Shearman on 4/18/2022

On April 7, 2022, the United States Court of Appeals for the Eighth Circuit affirmed the dismissal of derivative claims brought by shareholders of Centene Corporation (the “Corporation”) against directors and officers of the...more

Preliminary Planning for the 2017 Proxy Season

Stinson - Corporate & Securities Law Blog on 9/1/2016

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

SEC Charges Directors, Officers and Major Investors for Failing to Update Disclosures Prior to Announcements of Going Private...

Morrison & Foerster LLP on 4/1/2015

On March 13, 2015, the U.S. Securities and Exchange Commission announced settlement proceedings against officers, directors, and major shareholders of several companies that were recently taken private for failing to update...more

Proxy Access Proposals: Recent Developments

Akin Gump Strauss Hauer & Feld LLP on 1/7/2015

Recently, New York City Comptroller Scott Stringer, who oversees five municipal public pension funds with $160 billion in assets, announced an initiative to give shareholders who meet specified criteria the right to nominate...more

SEC Charges Corporate Insiders and Public Companies with Violations of Section 16 and Section 13 Reporting Obligations

K&L Gates LLP on 10/6/2014

In an enforcement sweep recently brought by the U.S. Securities and Exchange Commission (“SEC”), 28 officers, directors and major shareholders were charged with violations of the reporting requirements relating to equity...more

SEC Targets Corporate Insiders for Failing to Promptly Disclose Stock Transactions

Morgan Lewis on 9/19/2014

The Commission has announced an unprecedented enforcement initiative against officers, directors, and major stockholders for violating beneficial ownership reporting requirements and against public companies for their roles...more

SEC Charges Issuers, Corporate Insiders, and Other Significant Investors for Violating Laws Requiring Reporting of Transactions in...

Morrison & Foerster LLP on 9/18/2014

On September 10, 2014, the U.S. Securities and Exchange Commission announced settlements with officers, directors, and significant shareholders for violating federal securities laws requiring information about their...more

SEC Announces Enforcement Initiative for Delinquent Securities Holding and Trading Reporting by Corporate Insiders and Public...

Wilson Sonsini Goodrich & Rosati on 9/17/2014

On September 10, 2014, the Securities and Exchange Commission (SEC) announced charges against 13 officers or directors and 15 major shareholders of publicly traded companies for violating Section 16(a), Section 13(d), and/or...more

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