As in most other market sectors, REIT M&A activity came to a screeching halt in March 2020 as the COVID-19 pandemic took hold in the United States and globally. In the face of significant uncertainty surrounding the ability...more
In 2018, we released our advisory alert “Trends in Public REIT M&A: 2012–2017” chronicling select metrics across the 50+ REIT M&A transactions announced during the 2012–2017 period. We updated the sample set and findings in...more
On July 22, 2020, the Securities and Exchange Commission (SEC) adopted amendments to its proxy rules addressing proxy voting advice provided by proxy advisory firms, such as ISS and Glass Lewis. The amendments were originally...more
7/31/2020
/ Amended Rules ,
Anti-Fraud Provisions ,
Disclosure Requirements ,
Exemptions ,
Final Rules ,
Fund Managers ,
Institutional Shareholder Services (ISS) ,
Investment Adviser ,
Investors ,
Proxy Advisors ,
Proxy Advisory Firms ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Solicitation
In an effort to reduce the complexity and compliance costs of financial disclosures for significant acquisitions or dispositions of businesses, the SEC has adopted amendments to the applicable rules, reducing the scope of...more
6/4/2020
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Amended Rules ,
Asset Test ,
Disclosure Requirements ,
Dispositions ,
Financial Reporting ,
Income Test ,
Investment Test ,
Publicly-Traded Companies ,
Registered Investment Companies (RICs) ,
Regulation S-X ,
Securities and Exchange Commission (SEC)
While COVID-19 will affect the operations of different companies in different ways, the boards of directors of every company should think critically about their oversight role in the context of this unprecedented global...more
On November 5, 2019, the Securities and Exchange Commission (the SEC) proposed amendments to the proxy rules to improve the accuracy and transparency of proxy voting advice. On the same day, the SEC also proposed amendments...more
On October 1, 2019, the Delaware Court of Chancery applied the Delaware Supreme Court’s recent decision on Caremark board oversight claims in the context of operating in a highly regulated industry to allow derivative claims...more
On August 21, 2019, the Securities and Exchange Commission (the SEC) published two guidance releases regarding the proxy voting process. The first release is guidance to assist investment advisers (or fund managers) who...more
On June 18, 2019, in Marchand v. Barnhill, the Delaware Supreme Court revived a stockholder derivative lawsuit against the directors of ice-cream manufacturer Blue Bell Creameries USA, Inc. The suit alleged breaches of the...more
Goodwin’s recent client alert – “A First: Delaware Court of Chancery Holds that Merger Target Suffered Material Adverse Effect” – discussed the Court of Chancery’s finding, in Akorn Inc. v. Fresenius Kabi AG, et al., that a...more
On October 1, 2018, the Delaware Court of Chancery, in Akorn, Inc. v. Fresenius Kabi AG, et al., held for the first time that a target company had suffered a material adverse effect (MAE) sufficient for an acquiror to validly...more
In a long-awaited decision regarding Delaware’s appraisal statute, the Delaware Supreme Court ruled that in determining the fair value of a company, there is no presumption that the agreed upon transaction price is the fair...more
On October 27, 2015, the Division of Corporation Finance of the SEC modified Section 201 of its Question and Answer guidance regarding SEC Rule 14a-4(a)(3) to require that if a material amendment to an acquiror’s...more
In our February 4, 2015 REIT Alert, “Barbarians at the (REIT) Gates: REITs Should Be Prepared for a New World Order of Shareholder Activists, Hostile Overtures and Proxy Fights,” we addressed the increased risk faced by...more
Publicly traded REITs today face an increased risk of potential shareholder activism, proxy fights and otherwise hostile overtures. In response to this growing trend, public REITs should examine their corporate governance...more
In This Issue:
Bringing Non-U.S. Capital Into (and Back Out of) U.S. Real Estate; A Wider Play of Shale: A Hydraulic Fracturing Primer; California Clears Way for Pollution Clean-Up with AB 440; and Which Way is the...more