The SEC’s Division of Corporation Finance published formal disclosure guidance and other views of securities law compliance for public companies with respect to COVID-19....more
SEC staff published an announcement regarding signature page maintenance as a result of the COVID-19 pandemic substantially as follows:
The staff of the Division of Corporation Finance, the Division of Investment...more
The SEC has adopted amendments to the accelerated and large accelerated filer definitions to exclude smaller reporting companies with annual revenues of less than $100 million. As a result of the amendments, these smaller...more
On March 12, 2020, the Securities and Exchange Commission adopted long-awaited amendments to the accelerated filer and large accelerated filer definitions with the stated goal of “reduc[ing] unnecessary burdens for certain...more
The SEC published guidance to assist public companies, investment companies, shareholders, and other market participants affected by COVID-19 with their upcoming annual shareholder meetings....more
3/16/2020
/ Annual Meeting ,
China ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Crisis Management ,
EDGAR ,
Emergency Management Plans ,
Infectious Diseases ,
Proxy Season ,
Public Health ,
Publicly-Traded Companies ,
Relief Measures ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Virtual Meetings
The SEC has adopted amendments to the accelerated filer and large accelerated filer definitions. The amendments exclude from the accelerated and large accelerated filer definitions an issuer that is eligible to be a smaller...more
3/13/2020
/ Accelerated Filers ,
Financial Regulatory Reform ,
Financial Reporting ,
Form 10-K ,
Form 20-F ,
ICFR ,
New Amendments ,
Publicly-Traded Companies ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Smaller Reporting Companies
ISS has launched a new specialty Climate Voting Policy. Other specialty voting policies maintained by ISS include SRI, Sustainability, Faith-Based, Taft-Hartley, and Public Fund policies....more
The SEC announced that it is providing conditional regulatory relief for certain publicly traded company filing obligations under the federal securities laws. The impacts of the coronavirus may present challenges for certain...more
3/5/2020
/ Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Filing Deadlines ,
Form 8-K ,
Form S-3 ,
Form S-8 ,
Publicly-Traded Companies ,
Relief Measures ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Shawn Severson is the owner and manager of EnergyTech Investor, LLC. Between August 2015 and March 2018, UQM Technologies, Inc., or UQM, retained Severson, through EnergyTech Investor and another firm, to provide investor...more
The SEC announced charges against alcohol producer Diageo plc for failing to make required disclosures of known trends relating to the shipments of unneeded products by its North American subsidiary to distributors. Diageo...more
2/19/2020
/ Beverage Manufacturers ,
Disclosure Requirements ,
Enforcement Actions ,
Failure To Disclose ,
Inventory ,
Market Infrastructure ,
Misleading Impressions ,
Popular ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Revenue ,
Revenue Growth ,
Sales & Distribution Agreements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions ,
Settlement Agreements ,
Subsidiaries ,
Supply and Demand ,
Target Amounts ,
Wine & Alcohol
The SEC provided guidance on disclosure of financial metrics in MD&A. At the same time, the SEC proposed rules to amend other disclosure obligations of public companies....more
2/3/2020
/ Corporate Governance ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
Form 10-K ,
Item 303 ,
MD&A Statements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The SEC recently revised Instruction 1 to Item 303(a) to allow registrants who are providing financial statements covering three years in a filing to omit discussion of the earliest of the three years if such discussion was...more
In McElrath v. Kalanick et al, the Delaware Supreme Court examined the liability of directors of Uber for an acquisition. The case arose out of Uber’s acquisition of Ottomotto LLC. Otto was founded by Anthony Levandowski, a...more
1/20/2020
/ Contract Terms ,
DE Supreme Court ,
Directors ,
Driverless Cars ,
Due Diligence ,
Fiduciary Duty ,
Forensic Examination ,
Google ,
Hiring & Firing ,
Indemnification Clauses ,
Independent Investigations ,
Infringement ,
Intellectual Property Litigation ,
Intellectual Property Protection ,
Liability ,
Merger Agreements ,
Non-Solicitation Agreements ,
On-Demand Services ,
Personal Liability ,
Proprietary Information ,
Publicly-Traded Companies ,
Recruitment Policies ,
Subsidiaries ,
Uber
Morrison v. Berry considers Plaintiff’s claims for damages following the purchase of a grocery-store chain, The Fresh Market, Inc. (“Fresh Market” or the “Company”) by Apollo investment entities. The Plaintiff was a former...more
1/6/2020
/ Breach of Duty ,
Business Judgment Rule ,
Class Action ,
Class Members ,
Controlling Stockholders ,
Corporate Counsel ,
Corporate Sales Transactions ,
Disclosure Requirements ,
Disinterested Parties ,
Duty of Loyalty ,
Failure To State A Claim ,
Fiduciary Duty ,
Grocery Stores ,
Gross Negligence ,
Misleading Statements ,
Motion to Dismiss ,
Publicly-Traded Companies ,
Schedule 14D-9 ,
Shareholder Litigation ,
Tender Offers ,
Unfair Pricing
The SEC has issued new guidance it believes will assist public companies both in assessing materiality and in drafting disclosure related to risks to technology and intellectual property that may result from conducting...more
1/3/2020
/ Asset Protection ,
Corporate Governance ,
Cross-Border Transactions ,
Customer Information ,
Data Management ,
Data Theft ,
Disclosure Requirements ,
Foreign Agents ,
Intellectual Property Protection ,
Investment ,
Investor Protection ,
Materiality ,
New Guidance ,
Popular ,
Property Theft ,
Proprietary Information ,
Publicly-Traded Companies ,
Risk Assessment ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Trade Secrets ,
Trademarks
The SEC has proposed amendments to the definition of “accredited investor” to add new categories of qualifying natural persons and entities and to make certain other modifications to the existing definition....more
12/19/2019
/ Accredited Investors ,
Credentialing ,
Limited Liability Company (LLC) ,
Natural Person Requirement ,
Professional Certifcates ,
Proposed Amendments ,
Publicly-Traded Companies ,
Registered Investment Advisors ,
Rule 501 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The SEC has proposed amendments to the definition of “accredited investor” to add new categories of qualifying natural persons and entities and to make certain other modifications to the existing definition....more
12/19/2019
/ Accredited Investors ,
Credentialing ,
Limited Liability Company (LLC) ,
Natural Person Requirement ,
Professional Certifcates ,
Proposed Amendments ,
Publicly-Traded Companies ,
Registered Investment Advisors ,
Rule 501 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Nasdaq has proposed new Rule 5120 permitting Nasdaq to halt trading in a security and request information from the company regarding the number of unrestricted publicly held shares when Nasdaq observes unusual trading...more
12/10/2019
/ Nasdaq ,
Popular ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Rulemaking Process ,
Sales of Securities ,
Securities Regulation ,
Securities Traders ,
Standstill Agreements ,
Trading Platforms ,
Trading Policies
ISS has announced its 2020 policy updates. The summary below is largely extracted from ISS’ executive summary or the commentary in the updated policies....more
11/12/2019
/ Benchmarks ,
Board of Directors ,
Corporate Governance ,
Diversity ,
Employee Incentive Plans ,
Gender-Based Pay Discrimination ,
Institutional Shareholder Services (ISS) ,
Pay Gap ,
Policy Updates ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Repurchases ,
Shareholder Proposals
Stinson has prepared an analysis of proposed rules recently adopted by the SEC at an open meeting on November 5. SEC Commissioners voted 3-2 to propose potentially significant changes to the shareholder proposals...more
11/8/2019
/ Corporate Governance ,
Proposed Rules ,
Proxy Advisors ,
Proxy Materials ,
Proxy Solicitations ,
Proxy Statements ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders
At an open meeting on November 5th, SEC Commissioners voted 3-2 to propose potentially significant changes to the shareholder proposals process under Rule 14a-8 with respect to the bases upon which issuers can seek to omit...more
11/7/2019
/ Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Advisors ,
Proxy Materials ,
Proxy Season ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Rule 14a-8 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Threshold Requirements
In PWP Xerion Holdings III LLC v Red Leaf Resources, Inc. discussed disputed consent rights in connection with a joint venture. In so doing, Vice Chancellor Laster had to consider the meaning of the word “affiliate.”...more
ISS announced the launch of its benchmark voting policy comment period which will help set policy for the upcoming proxy season....more
10/8/2019
/ Benchmarks ,
Comment Period ,
Corporate Governance ,
Dual Class Share Structures ,
Independent Boards ,
Institutional Shareholder Services (ISS) ,
Policy Statement ,
Proxy Season ,
Proxy Voting ,
Publicly-Traded Companies ,
Shareholder Proposals ,
Stock Repurchases ,
Sunset Provisions
The Energy and Environment Legal Institute has requested the SEC to take appropriate action to prevent and prohibit registrants from making materially false and misleading claims and statements related to global climate...more
10/4/2019
/ Advertising ,
Best Practices ,
Climate Change ,
Greenhouse Gas Emissions ,
Greenwashing ,
Marketing ,
Misleading Statements ,
Paris Agreement ,
Press Releases ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
The SEC’s Division of Corporation Finance has realigned the work of its disclosure program to promote collaboration, transparency and efficiency. As a result of the realignment, the disclosure program staff will focus their...more