The Delaware Court of Chancery, in The Williams Companies Stockholder Litigation, 2021 WL 754593 (Del. Ch. Feb. 26, 2021), struck down a shareholder rights plan (commonly known as a “poison pill”) adopted by The Williams...more
In an important decision, the Delaware Supreme Court, in AmerisourceBergen Corp. v. Lebanon Cty. Employees’ Ret. Fund, No. 60, 2020, 2020 WL 7266362 (Del. Dec. 10, 2020), ruled that stockholders may obtain access to a...more
On December 8, 2020, the Delaware Court of Chancery in Stream TV Networks, Inc. v. SeeCubic, Inc. upheld a unique structure established by secured lenders to protect their interests and in doing so the Court addressed a...more
The Securities and Exchange Commission has continued its effort to update and streamline the disclosure requirements for filings with the SEC. In November, the SEC adopted amendments to the rules for Management’s Discussion...more
The Securities and Exchange Commission, on November 24, 2020, proposed changes to the rules and forms that are used for compensatory securities offerings by both private and public companies. If adopted, the changes should...more
Despite having stockholder approval of the $1.9 billion take-private sale of the wellness technology company Mindbody, Inc. to Vista Equity Partners Management LLC, the Delaware Court of Chancery at the motion to dismiss...more
The Securities and Exchange Commission on November 2, 2020, by a 3 to 2 vote, adopted significant changes to the rules governing capital raising through private offerings and other offerings exempt from registration under the...more
On October 30, 2020, the Office of the Comptroller of the Currency (the “OCC”) published its final rule (the “Rule”) that establishes when a national bank or federal savings association makes a loan and is the “true...more
The Securities and Exchange Commission on August 26, 2020 adopted changes to the business, legal proceeding and risk factor disclosures made by public companies and companies going public. ...more
The Securities and Exchange Commission on August 26, 2020 adopted changes to the definition of accredited investor intended to modernize the exempt offering process. It also made related changes to the definition of qualified...more
On July 22, 2020, the SEC adopted final rules on the application of its proxy solicitation rules to proxy voting advisors. Among other things, the new rules will, for practical purposes, require these proxy advisory firms –...more
On June 25, 2020, the Federal Deposit Insurance Corporation (the “FDIC”) issued its final rule (the “FDIC Rule”) clarifying that an assignee of a state-chartered bank or insured branch of a foreign bank (a “state bank”) has...more
On June 23, 2020, the SEC’s Division of Corporation Finance released CF Disclosure Guidance: Topic No. 9A supplementing its previous guidance regarding COVID-19 disclosures that we discussed in a previous post. The new...more
Recently, the U.S. District Court in the Southern District of New York held in Kirschner v. J.P. Morgan that a syndicated term loan was not a “security” under several state securities (or Blue Sky) laws. While the ruling did...more
On June 2, 2020, the Office of the Comptroller of the Currency (the “OCC”) published its final rule (the “Rule”), clarifying that an assignee of a national bank has the right to collect interest at the same rate as the...more
Corporate stock buybacks have been prevalent in recent years. However, due to COVID-19 and market volatility, many companies, because they are focused on liquidity and balance sheet strength, have suspended or terminated...more
In a settled enforcement action, the Securities and Exchange Commission reminded private equity firms and registered investment advisors of their obligation to implement and enforce compliance procedures, in particular...more
The SEC has revised its rules that require public companies to disclose financial statements of acquired businesses and to show the pro forma effect of acquired and disposed businesses. The adopting release is available here....more
On May 14, 2020, the NYSE adopted temporary rules that will permit its listed companies to issue more than 20% of their presently outstanding common stock in a private placement at a discount without the shareholder approval...more
On May 4, 2020, the Nasdaq Stock Exchange adopted a new temporary rule that permits listed companies to issue more than 20% of their presently outstanding common stock at a discount from current market prices without the...more
Picking up on suggestions from its Small Business Capital Formation Advisory Committee, the SEC has adopted a temporary rule to permit small businesses eligible to do a Regulation Crowdfunding offering that have been...more
Following on its guidance issued last month on the need for public companies to disclose the effects and uncertainties created by COVID-19, the SEC on May 4, 2020 reiterated those concerns to municipal securities issuers and...more
The COVID-19 pandemic has caused unprecedented economic disruption at virtually every level of a business, from alarming declines in demand and revenue, operational and supply chain problems , employee issues, roadblocks to...more
The NYSE extended the cure periods available to listed companies who have fallen out of compliance with ongoing listing requirements based on their share prices. Beginning April 21, 2020, the extension will give more time to...more
In response to the effect of the COVID-19 crisis on the public equity markets, Nasdaq is extending the time it will give a listed company to regain compliance with Nasdaq’s listing standards if its closing bid price falls...more