News & Analysis as of

Securities Board of Directors

Allen Matkins

Is A Change In Transfer Restrictions In A Shareholder Agreement Subject To Qualification?

Allen Matkins on

A recent post discussed whether amending a shareholders agreement is subject to qualification under the California Corporate Securities Law of 1968.  For the purpose of that discussion, it is important to recognize that not...more

Allen Matkins

Does Amending A Shareholders Agreement Require Qualification Under The California Corporate Securities Law?

Allen Matkins on

A significant amount of background is required to answer the question of whether amending a shareholders agreement is subject to qualification under the California Corporate Securities Law.  As an initial matter, the CSL...more

Baker Donelson

NVCA Revises Model Forms Post-Moelis Ruling

Baker Donelson on

The National Venture Capital Association (NVCA) is the self-designated flagship trade association of the venture capital (VC) industry. Its primary mission includes promoting consistency and efficiency in VC financing...more

K&L Gates LLP

Doing Business in Australia

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Australia welcomes new business and foreign investment by providing a strong economy, a stable political environment and a skilled and talented workforce. Our comprehensive guide to Doing Business in Australia has been...more

Allen Matkins

Reverse Stock Splits And The California Corporate Securities Law

Allen Matkins on

Meredith Ervine recently wrote about reverse stock splits and Nasdaq listed issuers.  A reverse stock split is the "go to" solution for many listed issuers whose share prices fall below the minimum continued stock exchange...more

Allen Matkins

Is An Option Exercise Non Bis In Idem?

Allen Matkins on

Is the issuance of shares upon exercise of a stock option distinguishable from the issuance of the option?  The answer under California's Corporate Securities Law of 1968 may surprise some.  Corporations Code Section 25017...more

Wilson Sonsini Goodrich & Rosati

SEC Approves Amended NYSE Rule Relaxing Shareholder Approval Requirements for Equity Sales to Substantial Security Holders

On December 26, 2023, the U.S. Securities and Exchange Commission (SEC) approved a rule change by the New York Stock Exchange (NYSE) narrowing the circumstances under which a listed company must obtain shareholder approval...more

Allen Matkins

Are Reverse Stock Splits Subject To Qualification In California?

Allen Matkins on

In this post published yesterday, John Jenkins discussed a proposed Nasdaq rule regarding notification and disclosure of reverse stock splits.  In light of John's post, I thought a brief refresher on California's treatment of...more

Goodwin

Court Dismisses Post-SPAC Class Action for Lack of Standing

Goodwin on

On March 31, 2023, U.S. District Judge Ronnie Abrams of the Southern District of New York dismissed a putative securities class action against CarLotz, Inc. (CarLotz), and certain of its officers and directors on the grounds...more

Sullivan & Worcester

SEC Adopts Amendments to Modernize Share Repurchase Disclosure

Sullivan & Worcester on

The SEC today adopted amendments to modernize the disclosure requirements relating to repurchases of an issuer’s equity securities, including: - requiring issuers to provide daily repurchase activity on a quarterly or...more

Skadden, Arps, Slate, Meagher & Flom LLP

The General Guide to the UK Takeover Regime

This guide summarises certain key provisions of the Code with a focus on issues that are likely to be of particular concern to a bidder. Although reference is made to other statutory and regulatory instruments and regimes,...more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden’s 2023 Insights – Five Critical Areas for the Year Ahead

The pandemic’s impact may be subsiding, but businesses are encountering new challenges across the globe, including the potential for an economic retrenchment, rising interest rates, shifting regulatory and litigation...more

J.S. Held

Crosscurrents: J.S. Held’s Environmental, Social & Governance Observations (Fiduciary Duties Become Political)

J.S. Held on

The Attorneys General for both Indiana and Louisiana have issued opinions that environmental, social, and governance (ESG) criteria violate the fiduciary duty owed to corporate investors absent full disclosure of the use of...more

A&O Shearman

Regulatory Changes in Hong Kong Regarding Bookbuilding and Placing Activities

A&O Shearman on

On April 22, 2022, the Hong Kong Stock Exchange published an information paper (the “Information Paper”) outlining the consequential amendments to the Rules Governing the Listing of Securities on the Exchange following the...more

A&O Shearman

UK Securities Regulator Finalizes Diversity & Inclusion Rules for Listed Companies

A&O Shearman on

The U.K. Financial Conduct Authority has published its final policy and rules to implement diversity and inclusion requirements for listed company boards and executive committees. The new FCA rules, which will apply as an...more

Lowenstein Sandler LLP

Securities and Exchange Commission Adopts Universal Proxies for Contested Director Elections

Lowenstein Sandler LLP on

What You Need To Know: •The new rules require the use of universal proxy cards in all contested elections. •The new rules will take effect on September 1, 2022...more

Bennett Jones LLP

Canadian Securities Regulators Publish Sixth Report Regarding Women on Boards and in Executive Officer

Bennett Jones LLP on

In March 2021, the Canadian Securities Administrators (CSA) published the sixth Staff Review of Disclosure Regarding Women on Boards and in Executive Officer Positions. Recently, participating securities regulatory...more

Allen Matkins

Ninth Circuit Holds Loss Causation Required For California Securities Claim

Allen Matkins on

Section 25400(d) of the California Corporations Code declares it is unlawful for any person, directly or indirectly, in this state...more

Vinson & Elkins LLP

Thoughts For Boards Navigating In Turbulent Conditions

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A board of directors’ vision and leadership becomes particularly vital during times of distress. While day-to-day operations rest with management, both fiduciary duty law and sound corporate governance practices call for the...more

Dechert LLP

COVID-19 Coronavirus – Reporting Obligations for Hong Kong Public Companies

Dechert LLP on

In light of the global COVID-19 pandemic, some public companies in Hong Kong are struggling to meet their financial reporting obligations under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong...more

Dorsey & Whitney LLP

Did You Remember These Developments for the 2020 SEC Reporting Season?

Dorsey & Whitney LLP on

Preparations for annual reporting on Form 10-K and the 2020 proxy season have begun in earnest for many companies. We have summarized certain governance and disclosure developments that should be considered in the course of...more

White & Case LLP

Belgian Code on Companies and Associations: A practical handbook on the new law

White & Case LLP on

The new Belgian Code on Companies and Associations enters into force on 1 May 2019. The Belgian Code on Companies and Associations (the "BCCA"), enacted by the Belgian parliament on 28 February 2019, repeals the existing...more

A&O Shearman

Tesla, Musk Settle Tweet-Related SEC Charges

A&O Shearman on

On September 27, 2018, the United States Securities and Exchange Commission (“SEC”) charged Elon Musk, the Chairman and CEO of Tesla, Inc., a publically-traded California-based technology company that specializes in electric...more

Dechert LLP

Dechert's Global Private Equity Newsletter - Summer 2017 Edition: D&O Insurance Coverage - How Careful Should the Drafting Be?...

Dechert LLP on

Directors are required to review and approve transformative M&A transactions. The power to approve, however, comes with the potential liability that could be asserted if the transactions do not turn out as projected....more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities - June 2017

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February 2017 and April 2017. The cases address developing trends in class actions, ERISA, fiduciary duties,...more

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