The Long-Term Stock Exchange, or LTSE, has filed a rule proposal designed to create long-term value for listed issuers. As of yet, I do not believe there are any companies listed on the LTSE, but it was only recently approved as a stock exchange. The rule proposal outlines the following... Read More
The SEC published a statement that encourages market participants to proactively manage their transition away from LIBOR and outlines several potential areas that may warrant increased attention during that time. It is expected that parties reporting information used to set LIBOR will stop doing so after 2021. As LIBOR is... Read More
Blockstack previously announced they expected to be the first Regulation A qualified ICO. I blogged that this was a likely a correct prediction. It turns out it was true as the SEC has qualified the ICO. See the Company’s blog post here. Again, I am not touting or endorsing the... Read More
FASB has issued an Invitation to Comment, or ITC, as part of FASB’s project on certain identifiable intangible assets acquired in a business combination and subsequent accounting for goodwill. In previous outreach, the FASB staff received mixed feedback from users, preparers, and practitioners of financial reports on this topic. Consequently,... Read More
In a public statement, SEC Chairman Jay Clayton discussed the historical interplay between settlement offers and related waiver requests. Chair Clayton noted: “Although settlement offers and waiver requests have generally been made contemporaneously, and resolution of both often is critical to achieving the necessary level of certainty, in recent years,... Read More
In Ephrat et al v medCPU, Inc., the Delaware Court of Chancery considered whether a separation agreement released claims of advancement pursuant to medCPU’s, or the company’s, certificate of incorporation. The plaintiffs, former officers and directors of the company, sued to enforce their rights to payments under a separation agreement.... Read More
In House v. Akorn, Inc. the United States District Court for the Norther District of Illinois Eastern division related to the proposed acquisition of Akorn by Frensenius Kabi AG. The plaintiffs in these cases sued Akorn and members of its board of directors seeking certain disclosures regarding the proposed acquisition.... Read More
In Chester County Employees’ Retirement Fund v. KCG Holdings, Inc. et al the Delaware Court of Chancery considered the interplay between the Corwin and Revlon doctrines. In July 2017, Virtu Financial, Inc. (“Virtu”) acquired KCG Holdings, Inc. (“KCG”) for $20 per share. A former KCG stockholder alleged KCG’s directors failed... Read More
FASB has taken a major step towards approving accounting relief for companies required to modify contracts as a result of new global reference rates which are expected as a result of the expected transition away from LIBOR. The Board tentatively decided that for a contract that meets certain criteria, a... Read More
In Marchand v. Barnhill et al the Delaware Supreme Court overturned the Court of Chancery’s decision to dismiss a complaint asserting a Caremark cause of action for failure to state a claim. The case involved Blue Bell Creameries USA, Inc., one of the country’s largest ice cream manufacturers. Blue Bell... Read More