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Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest

SEC Charges Company for Failing to Evaluate and Disclose Board Member’s Lack of Independence

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The SEC announced settled charges against formerly publicly-traded Leaf Group Ltd. for failing to adequately evaluate and disclose in its annual proxy statement the lack of independence of a director and a board committee as well as an “interlocking” board-of-directors relationship between that director and Leaf’s Chief Executive Officer. According... Read More

Topics: Litigation, Public Companies and Securities

SEC Provides Public Companies Guidance on Up Coming LIBOR Expiration

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The SEC issued a statement reminding public companies that on March 5, 2021, LIBOR’s regulator, the Financial Conduct Authority, and administrator, ICE Benchmark Administration, Limited, announced that the publication of the one-week and two-month USD LIBOR maturities and non-USD LIBOR maturities will cease immediately after December 31, 2021, with the... Read More

Topics: Public Companies and Securities

SEC Staff Issues Accounting Guidance on “Spring-Loaded” Compensation Awards to Executives

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The SEC staff has released guidance for companies about how to properly recognize and disclose compensation cost for “spring-loaded awards” made to executives. Spring-loaded awards are share-based compensation arrangements where a company grants stock options or other awards shortly before it announces market-moving information such as an earnings release with... Read More

Topics: Public Companies and Securities

Proposed CFIUS Rules Would Delay Determination with Respect to Excepted Foreign States

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The “excepted foreign state” definition in the CFIUS rules operates together with other relevant terms to exclude from CFIUS’s jurisdiction covered investments by certain foreign persons who meet certain criteria establishing sufficiently close ties to certain foreign states. Section 800.218 defines excepted foreign state by a two-criteria conjunctive test, with... Read More

Topics: M&A