By a razor thin vote of 215 to 214, the House of Representatives passed the ESG Disclosure Simplification Act of 2021. The Act would require public companies to disclose in any proxy or consent solicitation material for an annual meeting of the shareholders: a clear description of the views of... Read More
The Interfaith Center on Corporate Responsibility, James McRitchie and As You Sow have sued the SEC to invalidate the most recent amendments to Rule 14a-8 which permits small shareholders to submit proposals to public companies for inclusion in proxy statements. According to the complaint, the SEC’s purported justifications for the... Read More
The SEC announced a settled enforcement action concerning First American Financial Corporation’s violations of disclosure controls and procedures. The violations related to disclosures made in connection with a cybersecurity vulnerability involving the company’s “EaglePro” application for sharing document images related to title and escrow transactions. According to the SEC, First... Read More
In public remarks SEC Gary Gensler hinted at the following changes to Rule 10b5-1: When insiders or companies adopt 10b5-1 plans, there’s currently no cooling off period required before they make their first trade. Chair Gensler worries that some bad actors could perceive this as a loophole to participate in... Read More
In Shareholder Representative Services LLC v Albertsons Companies, Inc., the aggrieved former shareholders of DineInFresh, Inc., d/b/a Plated, sought recovery of earnout consideration from Plated’s acquirer, Defendant, Albertsons Companies, Inc. Plated had failed to reach any of the earnout milestones set forth in the Merger Agreement and Albertsons, therefore, refused... Read More
In Re GGP, Inc. Stockholder Litigation arose out of a case where Brookfield Property Partners, L.P. and its affiliates acquired GGP. The merger agreement provided upon approval of a majority of the GGP stock unaffiliated with Brookfield, GGP would declare a pre-closing dividend amounting to about 98.5% of the deal... Read More
Manichaean Capital, LLC et al v. Exela Technologies, Inc., et al begins with the Delaware Court of Chancery recounting the results of an appraisal action with respect to the acquisition of SourceHOV Holdings, Inc. The former shareholders of Source HOV who properly exercised their appraisal rights received a significant award.... Read More
The House Financial Services Committee has approved the Climate Risk Disclosure Act of 2021. The bill now heads to the House floor. The Climate Risk Disclosure Act directs the SEC, in consultation with climate experts at other federal agencies, to issue rules within two years that require every public company... Read More
The Public Company Accounting Oversight Board has proposed a new rule provide a framework for its determinations under the Holding Foreign Companies Accountable Act, or the HFCAA. The HFCAA calls for the Board to determine whether it is unable to inspect or investigate completely registered firms located in a foreign... Read More
In connection with an M&A transaction, in In Re Pattern Energy Group Inc. Stockholders Litigation the Delaware Court of Chancery determined that that the plaintiff had stated a claim against the director defendants for breach of the duty of loyalty. The Court then considered the director defendants’ argument that any... Read More