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
ISS and Glass Lewis have issued guidance on their corporate governance voting policies that adds flexibility to reflect the realities of the impact of the COVID-19 crisis and the challenges in responding to it. Public...more
In a Statement on April 8, 2020, SEC Chairman Jay Clayton and Corporation Finance Division Director Bill Hinman supplemented earlier SEC guidance to emphasize the importance of disclosures by public companies about the...more
On April 7, 2020, the SEC modified its March 13th guidance described here, addressing the effect of the coronavirus (COVID-19) on annual shareholder meetings.
The modified guidance notes that issuers encountering delays in...more
In times of economic distress, insiders can sometimes be the only source of capital for a company with urgent liquidity needs. Applying lessons learned in the 2008-2009 financial crisis to the current COVID-19 market...more
The SEC issued new guidance yesterday supplementing its previously-announced COVID-19 order that gives relief from Exchange Act filing deadlines (see our blog post about the COVID-19 order here). The guidance details how the...more
The SEC’s Division of Corporation Finance issued new COVID-19 disclosure guidance on March 25, 2020. This follows earlier guidance and relief offered by the Staff. (See the links here, here and here, for example.) The SEC is...more
On March 25, 2020, the SEC modified its March 4th order described here, which allowed extended filing deadlines for disclosure reports due between March 1 and April 30, 2020. The modified order covers all filings due on or...more
3/31/2020
As part of its response to the COVID-19 crisis, on March 23, 2020, the Board of Governors of the Federal Reserve System announced a number of new programs designed to limit credit market disruption. Two of these new programs...more
On March 13, 2020, the SEC issued guidance regarding the effect of the coronavirus (COVID-19) on upcoming annual shareholder meetings. The SEC advised that a company that has already mailed and filed its proxy materials can...more
This post is following up on our previous post on February 27, 2019, “SEC Guidance on Coronavirus Disclosures,”.
On March 4, 2020, the SEC issued an order which would provide publicly traded companies with an additional 45...more
The Securities and Exchange Commission on March 5, 2020 proposed sweeping changes to the rules governing capital raising through private offerings and other offerings exempt from registration under the Securities Act. If...more
The SEC, together with the PCAOB, recently updated guidance to reporting companies on issues arising from the coronavirus (COVID-19) outbreak. On February 19, 2020, SEC Chairman Clayton, PCAOB Chairman William Duhnke, and...more
Delaware law usually protects directors in making good faith business decisions. However, the recent Delaware Court of Chancery AmerisourceBergen decision signals a two-part trend of (i) increased stockholder access to...more
On February 7, 2020, the Securities and Exchange Commission’s Office of Municipal Securities issued Staff Legal Bulletin No. 21 (OMS) (“SLB 21”) to provide its views on the application of the antifraud provisions to public...more
Outright theft, as well as forced technology transfers and other official conditions on doing business overseas, have caused U.S. companies to lose substantial value of their intellectual property (IP) in recent years. A...more
On December 30, 2019, the SEC issued a Statement of the Chairman, the Director of the Division of Corporation Finance and the Chief Accountant to remind audit committees, in anticipation of the year-end financial reporting...more
On December 18, 2019, the Securities and Exchange Commission, on a 3 to 2 vote, proposed amendments to the definition of “accredited investor” in order to update that definition and expand the investors that would qualify as...more
On November 5, 2019, the Securities and Exchange Commission in a 3-2 vote proposed new rules on two high profile topics: proxy advisory firms and shareholder proposals. New rules on these topics have been anticipated since...more
Limited partnerships and limited liability companies, as creatures of contract, often have in their governing agreements safe harbor provisions for approval of conflicted transactions with interested parties. These are...more
Delaware law usually protects directors in making good faith business decisions. However, sometimes the failure of directors to oversee a company’s compliance with legal requirements will be so troublesome that this is not...more
Delaware law usually protects directors in making good faith business decisions. However, sometimes the failure of directors to oversee a company’s compliance with legal requirements will be so troublesome that this is not...more
The Securities and Exchange Commission, on September 26, 2019, adopted the expanded testing-the-waters relief it proposed in February. The JOBS Act permitted emerging growth companies (EGCs) to test the waters prior to or...more
In a settled administrative enforcement action, the SEC charged the Montebello Unified School District in California and two of its officials with violating the anti-fraud provisions of the federal securities laws in...more
Merger agreements entered into by Delaware corporations commonly include fiduciary out provisions in order to satisfy director fiduciary duty requirements to secure the best value reasonably available to stockholders under...more