The U.S. Department of Labor today made available a proposed rule that would address the application of the prudence and exclusive purpose duties under the Employee Retirement Income Security Act (ERISA) with respect to proxy voting and exercises of other shareholder rights. The proposed rule amends the Department’s longstanding “Investment... Read More
As we noted here, the SEC has expanded the definition of accredited investor. This means many forms of subscription agreements may need to be updated. No two agreements are exactly alike, but we have updated one form we use. You can find a word version here, and a PDF version... Read More
The SEC adopted amendments to modernize the description of business, legal proceedings, and risk factor disclosures that registrants are required to make pursuant to Regulation S-K. These disclosure items have not undergone significant revisions in over 30 years. The final amendments: Revise the requirements to discuss the general development of... Read More
On August 26, 2020, the Securities and Exchange Commission adopted amendments and issued a related order to expand the definition of “accredited investor” under Rule 501(a) of the Securities Act to include natural persons with certain professional certifications, designations; credentials issued by an accredited educational institution, including Series 7, Series... Read More
In CHS/Community Health Systems, Inc. et al v. Steward Health Care System LLC, the Delaware Court of Chancery examined who was an intended third-party beneficiary of an indemnification provision in an Asset Purchase Agreement. The dispute arose in a transaction where Steward agreed to purchase substantially all the assets of... Read More
At its August 19, 2020 Board meeting, FASB Board discussed what changes should be made to the disclosure requirements for interim reporting. The Board decided to: Add a principle to Topic 270, Interim Reporting, that requires disclosures for significant events or transactions that have material effects on an entity. This... Read More
The SEC charged former Hertz CEO and Chairman Mark Frissora with aiding and abetting the company in its filing of inaccurate financial statements and disclosures. Frissora agreed to settle the charges and repay Hertz nearly $2 million in incentive-based compensation. Frissora did not admit or deny the allegations. Select portions... Read More
Manti Holdings, LLC, et al. v. Authentix Acquisition Company, Inc. considered whether a “loser pays” fee-shifting provision in a stockholders’ agreement violated Delaware law. In 2008, the Petitioners had all held stock in a prior entity, Authentix, Inc. That year, Authentix, Inc. merged into Authentix Acquisition Company Inc, or Authentix,... Read More
ISS has launched its 2021 Annual Policy Survey. Generally, the survey is the first step in ISS’ annual benchmark policy development process. This year, the survey is structured to include questions related to ISS policy guidance released earlier this year in response to the COVID-19 pandemic, AGM formats, and stakeholder... Read More
Proxy voting advice businesses, or PVABs, have come to play an important role in the proxy voting process by providing an array of voting services that can help investment advisers and institutional investor clients manage their substantive and procedural proxy voting needs. ISS and Glass Lewis are the two most... Read More