On December 11, 2024, the Court of Appeals for the Fifth Circuit issued a decision in Alliance for Fair Board Recruitment v. SEC vacating the SEC’s approval of Nasdaq’s board diversity rules. The rules required tabular...more
On April 5, 2024, a federal jury in the Northern District of California found defendant Matthew Panuwat liable for insider trading in the Securities and Exchange Commission’s (“SEC”) first-ever case involving the so-called...more
Please see chart below for more information....more
3/21/2024
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
EU ,
Form 10-K ,
Greenhouse Gas Emissions ,
Popular ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Sustainability ,
Sustainable Business Practices
On February 23, 2024, a decision by Vice Chancellor J. Travis Laster in the Delaware Chancery Court invalidated parts of a shareholder agreement between Moelis & Company and its Chairman, Chief Executive Officer and founder,...more
In an open meeting on Wednesday, March 6, 2024, the Securities and Exchange Commission (“SEC”) approved in a 3-2 vote a Final Rule on climate disclosures that will “require registrants to provide certain climate-related...more
3/7/2024
/ Corporate Governance ,
Disclosure Requirements ,
Emerging Growth Companies ,
Environmental Social & Governance (ESG) ,
EU ,
Final Rules ,
Form 10-K ,
Greenhouse Gas Emissions ,
Renewable Energy ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Smaller Reporting Companies ,
Sustainability ,
Tax Credits
On February 23, 2024, the U.S. District Court for the District of Columbia ruled in favor of Institutional Shareholder Services Inc. on the party’s motions for summary judgment, ending a years long dispute over whether proxy...more
On January 24, 2024, nearly two years after the SEC initially proposed industry-chilling rules overhauling the treatment of special purpose acquisition companies (“SPACs”) in their IPOs and de-SPAC transactions, the SEC...more
1/25/2024
/ Conflicts of Interest ,
Corporate Counsel ,
Dilution ,
Final Rules ,
Financial Statements ,
Initial Public Offering (IPO) ,
Investment Companies ,
Regulation S-K ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs) ,
Target Company
In Kellner v. AIM Immunotech Inc., et al., Vice Chancellor Will of the Delaware Court of Chancery upheld the company’s rejection of an advance notice of nomination finding that the Board acted reasonably and equitably in...more
Recent decisions from the U.S. Court of Appeals for the Second Circuit and the U.S. District Court for the Southern District of New York have brought attention to anti-takeover strategies employed by registered closed-end...more
Two recent rulings from the Delaware Court of Chancery relating to matters that arose in shareholder activism campaigns were favorable to companies. In Paragon Technologies, Inc. v. Terence J. Cryan, et al. (November 30,...more
On November 21, 2023, a coalition of labor unions led by the Service Employees International Union (SEIU), announced that it has nominated three director candidates for election to the Board of Directors of Starbucks at the...more
On November 16, 2023, proxy advisory firm Glass Lewis released its 2024 Proxy Voting Policy Guidelines. The new guidelines apply to shareholder meetings occurring after January 1, 2024. Unsurprisingly, many of Glass Lewis’s...more
11/20/2023
/ Clawbacks ,
Cybersecurity ,
Financial Oversight and Management Board (Oversight Board) ,
GAAP ,
Glass Lewis ,
Net Operating Losses ,
Non-GAAP Financial Measures ,
Pay-for-Performance ,
Proxy Season ,
Proxy Voting Guidelines ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
As we head into year-end, annual reporting season is just around the corner. Over the past 12 months, the SEC has been active on the rulemaking front, resulting in numerous new disclosure obligations for issuers during the...more
11/15/2023
/ Clawbacks ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Form 10-K ,
Insider Trading ,
MD&A Statements ,
Regulation S-K ,
Risk Management ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC)
On October 13, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted final rules requiring the reporting and disclosure of short sale trade data information. New Rule 13f-2 implements new obligations on...more
10/19/2023
/ Activist ,
Consolidated Audit Trail ,
Disclosure Requirements ,
Dodd-Frank ,
Final Rules ,
Investment Management ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Shareholders ,
Short Sales
On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted final rules modernizing the beneficial ownership reporting requirements pursuant to Sections 13(d) and 13(g) of the Securities Exchange Act...more
The SEC’s Cybersecurity Risk Management Strategy, Governance, and Incident Disclosure Rules were officially published in the Federal Register on August 4, 2023 and go into effect on September 5, 2023....more
On August 1, 2023, the Delaware legislature’s most recent amendments to the Delaware General Corporation Law became effective. The amendments include a number of changes designed to simplify pertinent matters for Delaware...more
On July 26, 2023, the U.S. Securities and Exchange Commission adopted enhanced disclosure requirements regarding cybersecurity risk management, strategy, governance and incident reporting for public companies. The final rules...more