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
In Re Homefed Corporation Stockholder Litigation arose from a transaction in which Jefferies Financial Group Inc., the 70% stockholder of HomeFed Corporation, acquired the rest of the shares of the company in July 2019 by exchanging two of its shares for each share of HomeFed held by its minority stockholders.... Read More
In Murfey v WHC Ventures, LLC the Delaware Supreme Court interpreted the books and records provisions of three limited partnership agreements. The plaintiff wanted Schedule K-1s attached to the partnerships’ tax returns. The partnerships countered that the K-1s were not “necessary and essential” to plaintiffs’ valuation purpose. The Court of... Read More
In HUMC Holdco, LLC et al v. MPT of Hoboken TRS, LLC et al, the Delaware Court of Chancery examined numerous complexities attendant to an alleged violation of a right of first refusal in an LLC Agreement in connection with a motion for judgment on the pleadings. Among other things,... Read More
City of Fort Myers General § Employees’ Pension Fund v Haley, which was commenced in the Delaware Court of Chancery, grew out of the merger of equals between Towers Watson & Co. and Willis Group Holdings Public Limited Company. Although Towers had stronger performance and greater market capitalization, under the... Read More
The SEC previously issued an order that, subject to certain conditions, provided publicly traded companies with an additional 45 days to file certain disclosure reports. The current relief provided public companies with a 45-day extension to file certain disclosure reports that would otherwise have been due on or before July... Read More