The SEC recently revised Instruction 1 to Item 303(a) to allow registrants who are providing financial statements covering three years in a filing to omit discussion of the earliest of the three years if such discussion was already included in any other of the registrant’s prior filings on EDGAR that... Read More
In McElrath v. Kalanick et al, the Delaware Supreme Court examined the liability of directors of Uber for an acquisition. The case arose out of Uber’s acquisition of Ottomotto LLC. Otto was founded by Anthony Levandowski, a former employee of “Waymo.” Waymo is a subsidiary of Google, and is engaged... Read More
Morrison v. Berry considers Plaintiff’s claims for damages following the purchase of a grocery-store chain, The Fresh Market, Inc. (“Fresh Market” or the “Company”) by Apollo investment entities. The Plaintiff was a former stockholder of the Company, purportedly acting on behalf of the stockholder class. She alleges that certain Fresh... Read More
The SEC has issued new guidance it believes will assist public companies both in assessing materiality and in drafting disclosure related to risks to technology and intellectual property that may result from conducting business outside the United States. The SEC believes that this is important for jurisdictions that do not... Read More
The SEC is proposing Rule 13q-1 and an amendment to Form SD to implement Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “DoddFrank Act”) relating to disclosure of payments by resource extraction issuers. Section 1504 of the Dodd-Frank Act added Section 13(q) to the Securities... Read More
The SEC has proposed amendments to the definition of “accredited investor” to add new categories of qualifying natural persons and entities and to make certain other modifications to the existing definition. Specifically, the proposed amendments: would add new categories of natural persons that may qualify as accredited investors based on... Read More
The PCAOB announced it has conducted a limited review of audit reports of large accelerated filers reporting critical audit matters or CAMs. As a starting matter, the PCAOB’s report seems to implicitly and perhaps explicitly assume that its audit standard requiring the reporting of CAMs provides “more useful and timely... Read More
Nasdaq has proposed new Rule 5120 permitting Nasdaq to halt trading in a security and request information from the company regarding the number of unrestricted publicly held shares when Nasdaq observes unusual trading characteristics in a security or a company announces an event that may cause a contraction in the... Read More
ISS has announced its 2020 policy updates. The summary below is largely extracted from ISS’ executive summary or the commentary in the updated policies. US – Problematic Governance Structure – Newly Public Companies ISS seeks to provide clarity on policy application at newly-public companies by creating two distinct policies that... Read More
At an open meeting on November 5th, SEC Commissioners voted 3-2 to propose potentially significant changes to the shareholder proposals process under Rule 14a-8 with respect to the bases upon which issuers can seek to omit shareholder proposal from their proxy materials. The proposed amendments to the shareholder proposal process... Read More