After a 3-2 vote on March 6, 2024, the Securities and Exchange Commission (SEC) adopted final rules for public companies requiring disclosure of climate risk and greenhouse gas emissions. Although scaled back substantially...more
After an extension signed into law in mid-January 2024, the U.S. government’s funding bills are now set to expire on March 1 or March 8, 2024. It is therefore possible once again that there will soon be a government shutdown,...more
A recent decision from Delaware highlights the importance of expressly memorializing contracting parties’ understandings and expectations in M&A transactions involving contingent earnout consideration and/or rollover equity...more
On Oct. 10, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (Exchange Act)....more
A recent posttrial decision from Delaware regarding an alleged breach of a capitalization representation in a merger agreement is noteworthy. The decision establishes that a party is within its rights to back out of a deal...more
In connection to its adoption of amendments to Rule 10b5-1 in December 2022, the Securities and Exchange Commission (SEC) released three new compliance and disclosure interpretations (C&DIs) on May 25, 2023. The new C&DIs...more
On May 3, 2023, the Securities and Exchange Commission (SEC) adopted amendments to increase disclosures for issuer repurchases of shares or other equity securities that are registered under Section 12 of the Securities...more
5/12/2023
/ 10b5-1 Plans ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Form 10-K ,
Form 10-Q ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Repurchases
The Securities and Exchange Commission (SEC) recently entered into a consent order with IT services company DXC Technology (DXC) with respect to DXC’s alleged violations of the Securities Act and the Exchange Act. The SEC...more
On Feb. 15, the Securities and Exchange Commission (SEC) adopted final rule amendments to Exchange Act Rule 15c6-1 to shorten the standard settlement cycle for most securities transactions from two business days after trade...more
On Dec. 5, the Securities and Exchange Commission (SEC) announced that AT&T has agreed to a $6.25 million penalty, resolving charges brought against it under the securities rule known as Regulation Fair Disclosure (Regulation...more
On July 12, 2022, Twitter, Inc. sued Elon Musk and certain of his special purpose entity affiliates in the Delaware Court of Chancery, seeking specific performance to force Mr. Musk to close on his agreement to purchase...more
When M&A transactions end in post-closing disputes, the right to assert privilege with respect to communications that the acquired business conducted with its counsel pre-closing can be of critical importance and possibly...more
From time to time, private equity sponsors will exit a portfolio company investment by selling the portfolio company to buyers led by another fund managed by the same sponsor. Because the sponsor is essentially on both sides...more
The rapid expansion of data security and privacy laws and regulations — both in the United States and internationally — harbors the potential for substantial liability, with the consequence that cyber compliance has become an...more
12/30/2020
/ Cyber Insurance ,
Data Management ,
Data Mapping ,
Data Privacy ,
Data Security ,
Due Diligence ,
Personally Identifiable Information ,
Popular ,
Privacy Policy ,
Risk Mitigation ,
Vulnerability Assessments
On November 23, 2020, the Second Circuit Court of Appeals issued an opinion by Judge Jon O. Newman in Packer v. Raging Capital Management, reversing a magistrate judge’s summary judgment order that had found Raging Capital...more
12/1/2020
/ 16(b) ,
Beneficial Owner ,
Disgorgement ,
Enforcement Actions ,
Hedge Funds ,
Investment Adviser ,
Ownership Interest ,
Securities Exchange Act ,
Securities Regulation ,
Short-Swing Trading ,
Stock Purchase Agreement
A Delaware Supreme Court case earlier this year, Dohmen v. Goodman (Del. June 23, 2020), provides authoritative guidance on the duty of disclosure of management to stockholders, limited partners and members of limited...more
On September 23, the Securities and Exchange Commission adopted amendments to the “shareholder proposal rule” set forth in Rule 14a-8 of the Securities Exchange Act of 1934, which governs the process for a shareholder to have...more
On Sept. 9, the SEC’s Division of Corporate Finance (the Division) amended CF Disclosure Guidance: Topic No. 7 (Topic No. 7) and issued guidance regarding the options available to companies when a previously obtained...more
The outbreak of the coronavirus (COVID-19), with its social distancing and remote work protocols, has brought renewed focus on the execution of transactional documentation without the traditional inked (wet) signature. ...more
On Feb. 13, 2020, final regulations became effective updating and refining rules regarding transaction reviews by the Committee on Foreign Investments in the United States (CFIUS)....more
Even as they make their investment, private equity investors are focused on their exit. A standard feature of an exit strategy is the set of drag-along rights embedded in a stockholder or similar agreement executed among...more
1/23/2020
/ Controlling Stockholders ,
Corporate Counsel ,
Corporate Sales Transactions ,
Delaware General Corporation Law ,
Exit Strategies ,
Investment ,
Investors ,
Minority Equity Investments ,
Private Equity ,
Private Equity Funds ,
Vested Rights Doctrine ,
Waivers
M&A Monitor focuses on legal issues of interest to M&A practitioners for private and closely held companies, providing explanation, analysis and practical application on timely topics....more
12/10/2019
/ Antitrust Provisions ,
Closely Held Businesses ,
Confidential Information ,
Corporate Sales Transactions ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
Federal Trade Commission (FTC) ,
Information Sharing ,
Pre-Merger Filing Requirements ,
Regulatory Requirements ,
Sensitive Business Information
In yet another of the many cases against Residential Mortgage Backed Securities (RMBS) trustees for their alleged responsibility for losses suffered by investors, Judge Jesse Furman of the Southern District of New York...more
The bankruptcy of Energy Future Holdings has spawned numerous decisions in the various segments of its Chapter 11 case. ...more
A case this past year, White Winston Select Asset Funds, LLC v. Intercloud System, Inc. (D.N.J. Oct. 3, 2017), addressed the enforceability of a breakup fee provision in a term sheet for second lien financing. ...more