In a settled enforcement action, the SEC charged Argo Group International Holdings, Ltd. for failure to disclose perqs provided to its CEO and board member, Mark E. Watson III....more
6/5/2020
/ Compensation & Benefits ,
Disclosure Requirements ,
Enforcement Actions ,
Failure to Comply ,
Failure To Disclose ,
Proxy Statements ,
Publicly-Traded Companies ,
Reimbursements ,
Retirement Plan ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations
The SEC has adopted amendments to the financial disclosure requirements in Regulation S-X for acquisitions and dispositions of businesses. When a registrant acquires a significant business, other than a real estate operation,...more
The SEC has adopted amendments to the financial disclosure requirements in Regulation S-X for acquisitions and dispositions of businesses. When a registrant acquires a significant business, other than a real estate operation,...more
The SEC has approved, effective immediately, new Section 312.03T of the NYSE Listed Company Manual. Section 312.03T provides a limited, temporary exception from the shareholder approval requirements in Section 312.03(c),...more
Many believe that economic disruptions caused by the COVID-19 pandemic will lead to increased bankruptcies. If that is true, a portion of those bankruptcies would include public companies....more
Private equity firm Oak Hill Capital Partners owned ODN Holding Corporation, a holding company for Oversee.net. Oak Hill owned a majority of the Company’s common stock and all of its Series A Preferred Stock (the “Preferred...more
The SEC has approved Nasdaq's proposal to temporarily modify certain rules in an effort to streamline listed companies’ access to capital. The rule proposal is immediately effective....more
The SEC has published a series of FAQs relating to how its COVID-19 Order affects certain matters with respect to the use and filing of Form S-3. The COVID-19 Order provides that, subject to certain conditions, publicly...more
In early 2016, the camera manufacturer, GoPro, Inc. planned to roll out two new products to the market, a drone that would house state of the art GoPro cameras and the latest iteration of its signature wearable camera. GoPro...more
Kandi Technologies Group, Inc. is a publicly traded Delaware corporation based in China. The Company struggled persistently with its financial reporting and internal controls, encountering particular difficulties with...more
Minnesota Governor Tim Walz has signed Emergency Executive Order 20-43 addressing the annual meeting requirements of Minnesota public companies as a result of the COVID-19 pandemic....more
In 2015, the stockholders of nominal defendant, Investors Bancorp, Inc. (“Investors Bancorp” or the “Company”), voted to approve an equity incentive plan (“EIP”) adopted by the Company’s board of directors (the “Board”)....more
A number of public companies applied for and received potentially forgivable loans under the Paycheck Protection Program (PPP). To be eligible for a PPP loan a borrower does not need to demonstrate that it is unable to obtain...more
4/25/2020
/ CARES Act ,
Coronavirus/COVID-19 ,
Eligibility Determination ,
Federal Loans ,
Financial Stimulus ,
Paycheck Protection Program (PPP) ,
Publicly-Traded Companies ,
Relief Measures ,
SBA ,
SBA Lending Programs ,
Small Business
In an immediately effective rule change approved by the SEC, Nasdaq will permit a longer period of time for companies to regain compliance with Price-based Requirements under continued listing requirements by tolling the...more
The Unites States District Court for the Northern District of California recently found that 10b-5 litigation regarding Elon Musk’s tweets could move forward after reviewing a motion to dismiss in In Re Tesla Inc. Securities...more
4/20/2020
/ Elon Musk ,
Embedded Tweets ,
Popular ,
Publicly-Traded Companies ,
Rule 10b-5 ,
Securities Litigation ,
Securities Violations ,
Social Media ,
Stock Prices ,
Tesla ,
Twitter
On April 6th, the Securities and Exchange Commission approved the New York Stock Exchange’s request to provide temporary waivers of the shareholder approval requirements applicable to certain kinds of equity issuances under...more
Public companies have begun to make disclosures regarding receipt of loan proceeds from the Paycheck Protection Program established by the CARES Act. ...more
4/15/2020
/ CARES Act ,
Coronavirus/COVID-19 ,
Disclosure Requirements ,
Federal Loans ,
Financial Stimulus ,
Paycheck Protection Program (PPP) ,
Publicly-Traded Companies ,
Relief Measures ,
SBA ,
SBA Lending Programs ,
Securities and Exchange Commission (SEC) ,
Small Business
The SEC staff provided limited relief for those who wish to file Form 144 in paper as a result of the COVID-19 pandemic. A Form 144 must be filed with the SEC upon the sale of restricted securities when specified in Rule...more
ISS issued guidance on its policy application in light of the global impacts of the COVID-19 pandemic. The guidance addresses how ISS plans to apply ISS’ benchmark proxy voting policies over the coming months as annual...more
As a result of the COVID-19 pandemic, SEC staff provided guidance on changing the date time and place of an annual meeting, switching to a virtual shareholder meeting and certain matters related to shareholder proposals....more
SEC Chair Jay Clayton and William Hinman, Director, Division of Corporation Finance, shared their views in a public statement on first quarter earnings communications. Highlights of the wide-ranging statement are discussed...more
In a public statement, Sagar Teotia, Chief Accountant of the SEC, spoke to a number of implications of COVID-19 and financial reporting. Among other things, Mr. Teotia noted that the SEC staff recognizes that the accounting...more
Relief From Shareholder Approval -
As a result of COVID-19, the NYSE believes that it is likely that many listed companies will have urgent liquidity needs in the coming months due to lost revenues and maturing debt...more
The Southern District of New York granted the SEC’s request for a preliminary injunction halting a coin offering in Securities and Exchange Commission v. Telegram Group Inc. et al....more
3/31/2020
/ Blockchain ,
Cryptocurrency ,
Howey ,
Initial Coin Offering (ICOs) ,
Investment Opportunities ,
Offerings ,
Preliminary Injunctions ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Token Sales ,
Unregistered Securities
We previously noted that as a result of COVID-19 the SEC, pursuant to an order, provided publicly traded companies with an additional 45 days to file certain disclosure reports if designated conditions were met. One of the...more