The novel coronavirus (COVID-19) is interfering with the normal function of businesses around the world, including in the form of travel restrictions, quarantines, office closures and employees being encouraged (or required)...more
The U.S. Securities and Exchange Commission and a group of activist investors settled claims that the group failed to adequately disclose information during campaigns to exert influence over public companies....more
Recent developments, including the U.S. Securities and Exchange Commission settlement with CVR Energy and related SEC Staff guidance, reinforce a trend towards more extensive disclosure of financial advisor fees in M&A...more
3/4/2017
/ Acquisitions ,
Board of Directors ,
Cease and Desist Orders ,
Conflicts of Interest ,
Delaware General Corporation Law ,
Disclosure ,
Enforcement Actions ,
Fees ,
Financial Adviser ,
Mergers ,
Schedule 14D-9 ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Tender Offers
The U.S. Securities and Exchange Commission and drugmaker Allergan settled claims that Allergan failed to disclose negotiations with third parties following the announcement of a hostile tender offer by Valeant and co-bidder...more
1/23/2017
/ Acquisitions ,
Allergan Inc ,
Cease and Desist ,
Civil Monetary Penalty ,
Corporate Counsel ,
Disclosure Requirements ,
Enforcement Actions ,
Failure To Disclose ,
Hostile Takeover ,
Mergers ,
Negotiations ,
Pharmaceutical Industry ,
Popular ,
Publicly-Traded Companies ,
Schedule 14D-9 ,
Securities and Exchange Commission (SEC) ,
Shareholder Rights ,
Tender Offers
The U.S. Securities and Exchange Commission, in a 2-1 vote1, proposed amendments on October 26, 2016 to the proxy rules that would require public companies to include director candidates nominated by a dissident shareholder...more
Highlights -
The SEC settled charges against Magnum Hunter Resources Corporation and two of its officers for deficient oversight of the company’s internal controls over financial reporting, resulting in fines of...more
In Staff Legal Bulletin 14H released on October 22, 2015, the staff of the SEC’s Division of Corporation Finance weighed in on two important means by which a company may exclude a shareholder proposal from company proxy...more
Enforcement actions raise potential disclosure concerns for private equity sponsors exploring investments in public companies -
Earlier this year, the U.S. Securities and Exchange Commission (“SEC”) announced charges...more
7/23/2015
/ Beneficial Owner ,
Board of Directors ,
Disclosure Requirements ,
Enforcement Actions ,
Going-Private Transactions ,
Insider Breach ,
Mergers ,
Private Equity ,
Reverse Stock Splits ,
Schedule 13D ,
Securities and Exchange Commission (SEC) ,
Shareholders