In 2015 the SEC proposed rules to implement Section 954 of the Dodd-Frank which added Section 10D to the Securities Exchange Act of 1934. Section 10D requires the SEC to adopt rules directing the national securities exchanges and national securities associations to prohibit the listing of any security of an... Read More
The SEC has adopted amendments that it believes will modernize filing fee disclosure and payment methods. The revised rules amend most fee-bearing forms, schedules, statements, and related rules to require each filing fee table and accompanying disclosure to include all required information for fee calculation in a structured format. The... Read More
Section 312.07 of the NYSE Listed Company Manual provides that, where shareholder approval is a prerequisite to the listing of any additional or new securities of a listed company, or where any matter requires shareholder approval, the minimum vote which will constitute shareholder approval for such purposes is defined as... Read More
Our preliminary list of important planning considerations for the 2022 proxy season is set forth below. Directors’ and Officers’ Questionnaires; Committee Charters We have identified only a few possible changes to date for D&O questionnaires and committee charters for the 2022 proxy season. The NYSE amended the first paragraph of... Read More
In 2010 the SEC issued an interpretive release on registrant’s disclosures related to climate change. Public pronouncements indicate the SEC s in the process of formulating updated rules. In all likelihood any new rule would not be effective for the upcoming proxy season. The SEC has issued sample comments related... Read More
Most are familiar with the facts of the crashes of Boeing’s 737 MAX. Later Boeing stockholders brought a claim that Boeing’s directors failed them in overseeing mission-critical airplane safety to protect enterprise and stockholder value. The Delaware Court of Chancery issued an opinion that these Caremark claims survived a motion... Read More
Yatra Online, Inc., v. Ebix, Inc. concerned an abandoned merger that Plaintiff, Yatra Online Inc. (“Yatra”), asserts was sabotaged post-signing by Defendants, Ebix, Inc. and EbixCash Travels, Inc. after Ebix determined the deal was no longer attractive. Delays were encountered as an S-4 was awaiting SEC clearance and Ebix sought... Read More
Stockholders of Zimmer Biomet Holdings, Inc., brought a derivative law suit. Zimmer is a company that manufactures and markets various products in the highly regulated medical device industry. The plaintiffs’ claims stemmed from a September 12, 2016 “for cause” inspection of Zimmer’s North Campus site in Warsaw, Indiana by the... Read More
The SEC announced a settled enforcement action against Healthcare Services Group, Inc., John C. Shea, CPA, and Derya D. Warner regarding failure to make accruals for outstanding litigation. According to the SEC’s order: Under ASC 450-20-25-2, a loss contingency shall be accrued if (a) it is probable that an asset... Read More
The NYSE recently amended its related party transaction rules to align with Regulation S-K Item 404. The one key difference from Regulation S-K was that the NYSE did not apply the $120,000 transaction threshold which qualifies Regulation S-K. Therefore, theoretically, a $1 transaction could trip the NYSE rule, although that... Read More