Dodd-Frank.com

SEC Simplifies Accounting Disclosures for “Significant” M&A Transactions

The SEC has adopted amendments to the financial disclosure requirements in Regulation S-X for acquisitions and dispositions of businesses. When a registrant acquires a significant business, other than a real estate operation, Rule 3-05 of Regulation S-X generally requires a registrant to provide separate audited annual and unaudited interim pre-acquisition... Read More

Topics: M&A, Public Companies and Securities

NYSE Adopts Temporary Rule Modifying Shareholder Approval Requirements for Equity Issuances

The SEC has approved, effective immediately, new Section 312.03T of the NYSE Listed Company Manual.  Section 312.03T provides a limited, temporary exception from the shareholder approval requirements in Section 312.03(c), accompanied, in certain narrow circumstances, by a limited exception from Sections 312.03(a) and (b) and Section 303A.08. The exception in... Read More

Topics: Public Companies and Securities

Nasdaq Provides Temporary Relief From Shareholder Approval Rules for Certain Securities Issuances

The SEC has approved Nasdaq’s proposal to temporarily modify certain of its rules in an effort to streamline listed companies’ access to capital.  The rule proposal is immediately effective. New Listing Rule 5636T provides a limited temporary exception to the shareholder approval requirements: for transactions other than a public offering... Read More

Topics: Public Companies and Securities

Caremark Claim Against Audit Committee Survives Dismissal

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Kandi Technologies Group, Inc. is a publicly traded Delaware corporation based in China. The Company struggled persistently with its financial reporting and internal controls, encountering particular difficulties with related-party transactions. The complaint filed in Hughes v. Hu describes problems dating back to 2010. In March 2014, the Company publicly announced... Read More

Topics: Litigation, Public Companies and Securities

Minnesota Governor Signs Executive Order Regarding Annual Meetings of Minnesota Public Companies

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Minnesota Governor Tim Walz has signed Emergency Executive Order 20-43 addressing the annual meeting requirements of Minnesota public companies as a result of the COVID-19 pandemic.  According to the Executive Order: If, as a result of the public health threat caused by the COVID-19 pandemic, a board of directors wishes... Read More

Topics: COVID-19, Public Companies and Securities

Court Denies Bid for New Election as a Result of Misleading Disclosures on Restricted Stock Awards

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In 2015, the stockholders of nominal defendant, Investors Bancorp, Inc. (“Investors Bancorp” or the “Company”), voted to approve an equity incentive plan (“EIP”) adopted by the Company’s board of directors (the “Board”). After the stockholders approved the EIP, the Board awarded itself substantial restricted stock awards (“RSAs”) and stock options... Read More

Topics: Employment, Public Companies and Securities