On March 2, the Securities Exchange Commission (SEC) adopted amendments that, among other things, significantly reduce the subsidiary guarantor financial statement requirements in periodic reports for companies that have...more
As companies continue to evaluate the impact of the novel coronavirus (COVID-19) pandemic on their business, public companies will be facing challenging disclosure considerations in connection with their upcoming...more
In a previous blog post, we described the steps some states have taken or are currently taking to permit or facilitate virtual shareholder meetings (i.e., “virtual-only” or “hybrid” meetings) in light of the numerous...more
In a previous blog post, we discussed the availability of virtual shareholder meetings (i.e., “virtual-only” and “hybrid” meetings) as a potential alternative to the traditional in-person meeting during the 2020 proxy season...more
The ongoing fallout from the pandemic associated with the novel coronavirus (COVID-19) continues to challenge companies, boards and management teams across all aspects of their business. In trying times like these, senior...more
In a previous blog post, we discussed the availability of virtual shareholder meetings (i.e., “virtual-only” and “hybrid” meetings) as a potential alternative to the traditional in-person meeting during the 2020 proxy season...more
3/16/2020
/ Annual Meeting ,
Bylaws ,
Coronavirus/COVID-19 ,
New Guidance ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Shareholder Proposals ,
Shareholders ,
Virtual Meetings
Across the globe, the coronavirus pandemic (COVID-19) is causing governments, companies, associations and colleges and universities to take unprecedented steps to address the spread and transmission of COVID-19. These steps...more
3/13/2020
/ Annual Meeting ,
Bylaws ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Emergency Management Plans ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Proxy Advisors ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Shareholder Meetings ,
Virtual Meetings
In a previous blog post, we discussed the Delaware Chancery Court’s decision in Saba Capital Master Fund, Ltd. v. Blackrock Credit Allocation Income Trust and its relevance to the interpretation of advance notice bylaw...more
1/31/2020
/ Advance Notice ,
Appeals ,
BlackRock ,
Board of Directors ,
Bylaws ,
Corporate Governance ,
DE Supreme Court ,
Publicly-Traded Companies ,
Reversal ,
Shareholder Activism ,
Shareholders ,
Supplemental Information
The recent SEC enforcement action against ADT Inc. for its failure to comply with the SEC’s equal prominence requirements applicable to non-GAAP financial measures, as outlined in our recent blog post, is a clear reminder...more
10/24/2019
/ C&DIs ,
CD&A ,
EBITDA ,
Enforcement Actions ,
Form 8-K ,
Investor Protection ,
Non-GAAP Financial Measures ,
Proxy Statements ,
Public Disclosure ,
Publicly-Traded Companies ,
Regulation G ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
Advance Notice Bylaw Provisions -
A recent Delaware case, Saba Capital Master Fund, Ltd. v. Blackrock Credit Allocation Income Trust, highlights the importance of advance notice bylaws and the careful application of the...more
On May 3, 2019, the SEC proposed amendments to its rules and forms which would revise the disclosure requirements for financial statements relating to acquisitions and dispositions of businesses. We believe that most aspects...more
When a public company is contemplating an acquisition, lawyers should consider early in the acquisition process whether the execution of the acquisition agreement and/or the completion of the acquisition may trigger a filing...more
While developments with respect to the Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) section in SEC disclosure documents has garnered less attention in the legal press in recent...more
As equity valuations of public companies remain high in comparison to recent historical norms, the use of public company stock as an acquisition currency by SEC registrants in acquisitions of private companies will continue,...more
11/1/2018
/ 10b5-1 Plans ,
Acquisitions ,
Due Diligence ,
Equity Partners ,
Investors ,
Private Company Shares ,
Publicly-Traded Companies ,
Registration Statement ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Transactions ,
Stock Issuance ,
Stocks
Public companies that engage in capital raising activities from time to time must consider whether it is advisable to have an effective shelf registration statement on Form S-3 on file in advance of raising capital, or...more