The Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 14a-8, effective January 4, 2021 increasing the economic interest of the shareholder/proponent for eligibility to submit a shareholder...more
Effective August 1, 2016, companies listed on Nasdaq are subject to a new rule requiring annual disclosure of the material terms of agreements or arrangements between directors or director nominees and third parties that...more
Effective August 1, 2016, the appraisal rights of dissenting stockholders in mergers and certain other transactions under the Delaware General Corporation Law (DGCL) have been modified in two principal respects...more
Under a mandate from Congress under the Fixing America’s Surface Transportation (FAST) Act of 2015, the Securities and Exchange Commission recently proposed an amendment to the definition of “smaller reporting company” that...more
The New York City Retirement Systems (NYRS) recently published a major overhaul of their proxy voting policies, the first in 30 years. Released in April 2016, the “Corporate Governance Principles and Proxy Voting Guidelines”...more
Prefaced by public statements of SEC officials about improper use of non-GAAP financial measures, the Staff of the Division of Corporation Finance issued new and revised Compliance & Disclosure Interpretations (“C&DIs”) on...more
On December 4, 2015, the Fixing America’s Surface Transportation Act (the FAST Act) was signed into law. Although the majority of the Act concerns transportation and infrastructure, it also contains several provisions that...more
On October 22, 2015, the staff of the SEC’s Division of Corporation Finance issued Staff Legal Bulletin No. 14H (SLB 14H), which addresses issues related to shareholder proposals that conflict with a company’s own proposal or...more
On August 18, 2015, the United States Court of Appeals for the D.C. Circuit, in likely the first majority opinion citing Charles Dickens (A Tale of Two Cities) and George Orwell (Nineteen Eighty-Four), re-affirmed its...more
On August 5, 2015, the SEC, by a 3 to 2 vote, adopted the controversial “pay ratio rule,” which requires public companies to disclose the ratio of the annual total compensation of the chief executive officer (CEO) to the...more
On July 6, 2015 the Third Circuit Court of Appeals issued its eagerly awaited opinion in Trinity Wall Street v. Wal-Mart Stores, Inc., addressing the question of what constitutes a company’s ordinary business operations and...more
Reporting and Blue Sky Issues -
For many years, SEC Regulation A languished as an exemption from registration that nobody really used. Although securities issued in a Regulation A offering are not “restricted...more
Contents of Offering Statement -
For many years, SEC Regulation A languished as an exemption from registration that nobody really used. Although securities issued in a Regulation A offering are not “restricted...more
5/21/2015
/ EDGAR ,
Electronic Filing ,
JOBS Act ,
Offering Statements ,
Regulation A ,
Regulation D ,
Rule 506 ,
Rule 506 Offerings ,
Securities and Exchange Commission (SEC) ,
Solicitation ,
Venture Funding
Eligibility and Offering Size -
For many years, SEC Regulation A languished as an exemption from registration that nobody really used. Although securities issued in a Regulation A offering are not “restricted securities”...more
On April 14, 2015, the U.S. Court of Appeals for the Third Circuit summarily reversed a troubling decision of the Federal District Court in Delaware that required Wal-Mart to include in its 2015 proxy materials a shareholder...more
4/16/2015
/ Appeals ,
Board of Directors ,
Firearms ,
Ordinary Business Exception ,
Permanent Injunctions ,
Proxy Statements ,
Reversal ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Proposals ,
Wal-Mart
When an Opinion May Be Considered a Statement of Fact -
Overview:
On March 24, 2015, the Supreme Court issued its ruling in Omnicare Inc. v. Laborers District Council Construction Industry Pension Fund, resolving a...more
About six months ago, the Director of the Office of the Whistleblower warned that the SEC was “going to bring a case where somebody has asked an employee or forced an employee to sign a document that in order of substance...more
On February 9, 2015, the SEC proposed rules that would require domestic public companies to disclose in proxy and information statements whether the company permits any of its directors or employees (including officers) to...more
On December 18, 2014, the Securities and Exchange Commission proposed new rules regarding the thresholds at which issuers may become reporting companies under Section 12(g) of the Securities Exchange Act of 1934, as amended...more
On December 10, 2014, the Second Circuit Court of Appeals in New York reversed a set of insider trading convictions and reined in government prosecutions of insider traders who are outside the company in which stock is traded...more
Nearly five years ago, the SEC launched an extensive "crackdown" on violations of Rule 105 of Regulation M, which prohibits short selling securities and then participating in secondary offerings of the same securities within...more
Background -
On June 30, 2014, the SEC’s Divisions of Investment Management and Corporation Finance released Staff Legal Bulletin No. 20, a set of thirteen Questions and Answers offering guidance on...more
The availability of the private placement exemption under SEC Rule 506 depends in large measure upon determinations that purchasers are “accredited investors” under the rules. Where there is no general solicitation, Rule...more
On June 23, 2014, in its widely anticipated ruling in Halliburton Co. v. Erica P. John Fund, the U.S. Supreme Court revised the ground rules for private securities class actions under Section 10(b) of the Securities Exchange...more
On April 14, 2014, the United States Court of Appeals for the D.C. Circuit issued its much anticipated decision regarding the challenge to the Securities and Exchange Commission’s Conflict Minerals Rules. The Court largely...more