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
In Re Pattern Energy Group Inc. Stockholders Litigation involved an M&A transaction where the sales process of Pattern Energy Group Inc. was run by an undisputedly disinterested and independent special committee that recognized and nominally managed conflicts, proceeded with advice from an unconflicted banker and counsel, and conducted a lengthy... Read More
The Securities and Exchange Commission charged eight companies for failing to disclose in SEC Form 12b-25 filings, commonly known as Form NT, that their request for seeking a delayed quarterly or annual reporting filing was caused by an anticipated restatement or correction of prior financial reporting. The companies agreed to... Read More
The House of Representatives has passed the “The Promoting Transparent Standards for Corporate Insiders Act” (H.R. 1528) by a vote of 355-69. The bill directs the Securities and Exchange Commission to study and report on possible revisions to regulations regarding 10b5-1 trading plans. 10b5-1 plans allow employees of publicly traded... Read More
The House Committee on Financial Services is considering legislation on a number of matters that would affect public companies. An example of some of the matters under consideration include: A bill that would require public companies to submit quarterly reports to both the SEC and investors detailing the amount, date,... Read More
The SEC Division of Examinations has issued a Risk Alert to highlight observations from recent exams of investment advisers, registered investment companies, and private funds offering ESG products and services. According to the Risk Alert, during examinations of investment advisers, registered investment companies, and private funds engaged in ESG investing,... Read More
The SEC has reissued and updated its guidance regarding COVID-19 matters and its effect on some matters related to annual meetings. The guidance addresses: Changing the Date, Time, or Location of a Shareholder Meeting “Virtual” Shareholder Meetings Presentation of Shareholder Proposals Delays in Printing and Mailing of Full Set of... Read More
John Coates, Acting Director, Division of Corporation Finance, issued a statement questioning the application of the safe harbor for forward looking information in the Private Securities Litigation Reform Act (PSLRA) to a de-SPAC transaction. A de-PAC transaction occurs when a SPAC, which is already public, acquires a private company which... Read More
FINCEN has issued an Advance Notice of Proposed Rulemaking, or ANPRM to solicit public comment on a wide range of questions related to the implementation of the beneficial ownership information reporting provisions of the Corporate Transparency Act, or CTA. The CTA requires reporting of beneficial ownership information by “reporting companies.”... Read More
The PCAOB has released a publication captioned “Audit Committee Resource: 2021 Inspections Outlook.” The purpose of the three-page publication is to assist audit committees in engaging in informed dialogue with their auditors on the PCAOB’s planned focus of their examination of public company audits. Topics covered in the publication include:... Read More