Corp Fin has posted several new or revised CDIs that address exempt solicitations under the proxy rules. With certain exceptions, Rule 14a-2(b)(1) exempts “any solicitation by or on behalf of any person who does not, at any...more
In August 2021, the SEC approved a Nasdaq proposal for new listing rules regarding board diversity and disclosure. The new listing rules adopted a “comply or explain” mandate for board diversity for most listed companies and...more
In October last year, the NYSE proposed, like Nasdaq, to take on the challenge of repeated reverse stock splits by limiting the circumstances under which a listed company could use a reverse stock split to regain compliance...more
In August 2024, Nasdaq submitted a new rule proposal aimed at accelerating the delisting process for companies with shares that trade below $1. Briefly, under the proposal, a company would be suspended from trading on Nasdaq...more
In this settled action—part of a slew of SEC Enforcement cases reported out in the last days before the change in Administration—the SEC alleged that Celsius Holdings, Inc. engaged in improper accounting for stock-based...more
1/21/2025
/ Books & Records ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Financial Reporting ,
Form 8-K ,
GAAP ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
Just in time for the commencement of proxy season we have this reminder from SEC Enforcement about disclosures of related-person transactions. Failure to properly report on a related-person transaction has been a subject of...more
1/15/2025
/ Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Executive Compensation ,
Proxy Season ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholders
On Friday, the SEC announced settled charges against Vince McMahon, founder, controlling shareholder and former Executive Chair and CEO of World Wrestling Entertainment, for “knowingly circumventing WWE’s internal accounting...more
1/13/2025
/ Controlling Stockholders ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Financial Reporting ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Regulation ,
Shareholders
(This post updates my post of December 12 to add further discussion of the decision.) -
In August 2021, the SEC approved a Nasdaq proposal for new listing rules regarding board diversity and disclosure, accompanied by a...more
In August 2021, the SEC approved a Nasdaq proposal for new listing rules regarding board diversity and disclosure, accompanied by a proposal to provide free access to a board recruiting service. The new listing rules adopted...more
In this settled action, In the Matter of Elanco Animal Health, Inc., Elanco, a manufacturer and seller of animal health products, such as flea and tick medications, was charged with “failure to disclose material information...more
On Tuesday, the SEC announced settled charges against four companies for “making materially misleading disclosures regarding cybersecurity risks and intrusions. The charges against the companies, Unisys Corp., Avaya Holdings...more
The NYSE has proposed a new rule change: if a company is out of compliance with a continued listing standard and it owes the NYSE any unpaid fees, the NYSE will not review a compliance plan submitted by that company and,...more
In this article in the Harvard Business Review, a law professor from the University of Calgary makes “The Case for More Company Insiders on Boards.” From the end of World War II to the 1970s, he observes, the composition of...more
The 2012 JOBS Act permitted Emerging Growth Companies to initiate the IPO process by submitting their IPO registration statements confidentially to the SEC for nonpublic review by the SEC staff. The confidential process was...more
Here’s a reminder for all of us about the need to disclose securities pledged as collateral for margin loans—a reminder that comes at the expense of Carl Icahn and his affiliated master limited partnership, Icahn Enterprises...more
As soon as the SEC adopted final rules “to enhance and standardize climate-related disclosures by public companies and in public offerings” in March, there was a deluge of litigation—even though, in the final rules, the SEC...more
Nasdaq is proposing to codify the standards of review that govern appeals and reviews before the Nasdaq Listing and Hearing Review Council, referred to as the Listing Council. When a listed company receives a Staff Delisting...more
In April, the NYSE filed a proposed rule change with the SEC that would allow the NYSE to commence immediate suspension and delisting procedures for a listed company if that company has “changed its primary business focus to...more
As reported by Bloomberglaw.com, during an interview in February on “Balance of Power” on Bloomberg Television, SEC Chair Gary Gensler said that he does not intend to “rush” the SEC’s agenda “to get ahead of possible...more
In this June Order, SEC Enforcement brought settled charges against R.R. Donnelley & Sons, a “global provider of business communications services and marketing solutions,” for control failures: more specifically, a failure to...more
As you probably recall, in March 6, the SEC adopted final rules “to enhance and standardize climate-related disclosures by public companies and in public offerings.” (See this PubCo post, this PubCo post, this PubCo post, and...more
According to “SEC No Action Statistics to May 1, 2024” from the Shareholder Rights Group, this proxy season, the SEC staff “has nearly doubled the number of exclusions” of shareholder proposals compared with 2023; that is,...more
You may recall that, in January, ExxonMobil filed a lawsuit against Arjuna Capital, LLC and Follow This, the two proponents of a climate-related shareholder proposal submitted to Exxon, seeking a declaratory judgment that it...more
Yesterday, the House Financial Services Committee held a hearing entitled “Beyond Scope: How the SEC’s Climate Rule Threatens American Markets.” Since, as one of the committee members observed, this is their sixth hearing on...more
It’s been a day or two now—what’s going on with the SEC’s climate disclosure rules litigation? When we left our tale, petitioners Liberty and Nomad had submitted this notice of pending emergency motion advising the Eighth...more