Stock Option Repricing: What Do Tech Companies Need to Know, What Different Forms Do They Take, and How Can Repricing Contribute to a Motivated Workforce?
As explained in this March 12 Cooley alert, the impact of the Trump administration’s evolving tariff regime will be felt by US companies across the board. Many will encounter rising material costs and reduced profit margins,...more
The Securities and Exchange Commission (SEC) recently approved rule changes proposed by The Nasdaq Stock Market LLC that impact companies utilizing reverse stock splits to regain compliance with Nasdaq’s minimum bid-price...more
The tragic assassination of the United Healthcare CEO underscores the ongoing and growing risks faced by corporate executives and high-profile individuals—threats that extend beyond physical harm to encompass profound impacts...more
Brief Summary - In September 2024, the New York Stock Exchange (“NYSE”) proposed a rule change intended to curb the excessive use of reverse stock splits as a means of regaining compliance with certain listing standards....more
Leon v. Orlando, C.A. No. 2024-0311-LWW (Del. Ch. June 5, 2024) - In an action to determine the rightful manager of a Delaware limited liability company (“the Company”), the Court of Chancery required plaintiff to post a...more
On October 7, 2024, the Securities and Exchange Commission (the SEC) approved an amendment (the Amendment) to the rules governing The Nasdaq Stock Market (Nasdaq) minimum bid price requirement. The changes resulting from the...more
La Cour administrative d’appel de Versailles juge qu’un contribuable qui, par des abandons de créances, a renoncé à percevoir une partie du prix de cession des titres qu’il a cédés ne peut demander une réduction du montant de...more
On August 6, 2024, Nasdaq filed a rule proposal that, if adopted, will impact the ability of companies to continue trading or, potentially, stay listed in the event of a continued inability to maintain a $1.00 closing price...more
A federal court in California refused to grant a judgment or a new trial to a defendant who was found to have engaged in insider trading when he purchased securities of one company based on material nonpublic information...more
As we close out this series on the Bre-X mining scandal, the lessons from this notorious case continue to resonate, especially for today’s compliance professionals. The fraud that led to the downfall of Bre-X and the ensuing...more
The Bre-X mining scandal of the 1990s is one of history’s most infamous corporate fraud cases. Bre-X Minerals Ltd., a small Canadian company, falsely reported one of the largest gold deposits ever discovered in Indonesia,...more
In the annals of corporate fraud, few scandals match the magnitude of the Bre-X mining affair. For compliance professionals, the lessons from this incident resonate deeply, not just because of the scale of the deception but...more
Few corporate scandals are still as infamous or devastating as the Bre-X mining scandal. What began as a story of incredible wealth, fueled by the promise of one of the largest gold deposits ever discovered, unraveled into...more
On June 25, 2024, the Securities and Exchange Commission (the “SEC”) charged an advanced materials company and its former executive officers with market manipulation, fraud and other securities law violations. The charges...more
Each month, we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: •The permanent suspension of an audit firm and its owner for...more
The electric vehicle company Canoo went public in a de-SPAC transaction in December 2020. After its stock price fell, a stockholder in the SPAC who chose not to redeem his stock sued the SPAC board and its controller for...more
SEC Rule 10b-5(b) makes it unlawful, in connection with the offer and sale of securities, for any person to make any untrue statement of material fact or omit to state a material fact when the omission renders any statements...more
There have been 44 initial public offerings (IPOs) listed on the US stock markets in 2024 thus far, many of which continue to trade at a premium to their initial offering price, demonstrating the strength and buoyancy of...more
In a volatile market, companies may see their stock value drop significantly. This can result in employees and other service providers holding stock options that are “underwater” or “out of the money” – in other words,...more
In a three-ring circus — where the first is the motion to dismiss, the second is class certification, and the third is summary judgment — the Second Circuit Court of Appeals has introduced a new act in the second ring for...more
In a recent decision, the Fourth Circuit considered a class action lawsuit brought by shareholders of a biopharma company, INC Research Holdings, Inc. (now Syneos Health Inc.). The shareholders had voted to approve a merger...more
As discussed in this Cooley Go article on secondary sale transactions of private company stock, a tender offer is one of the ways in which companies can provide liquidity to their stockholders. This article will dive a bit...more
When corporate executives discuss important company news in SEC filings or on stock-analyst conference calls, they know their words will be scrutinized by listeners and the broader market. Misstatements could give rise to...more
In Short - The Situation: The United States Court of Appeals for the Second Circuit recently decertified a class of stockholders who alleged that Goldman Sachs maintained an inflated share price by making...more