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
PWP Xerion Holdings III LLC v Red Leaf Resources, Inc. discussed disputed consent rights in connection with a joint venture. In so doing, Vice Chancellor Laster had to consider the meaning of the word “affiliate.” Citing Websters, the Court noted under the plain meaning of the term, someone “affiliated” with... Read More
ISS announced the launch of its benchmark voting policy comment period which will help set policy for the upcoming proxy season. The draft policy takes the format with the existing policy in a left column with black line changes and the clean updated policy in the right column followed by... Read More
The Energy and Environment Legal Institute has requested the SEC to take appropriate action to prevent and prohibit registrants from making materially false and misleading claims and statements related to global climate change. As support for its cause, the Institute refers to a press release by a public company and... Read More
In a settled enforcement action, the SEC resolved allegations related to non-monetary transactions regarding certain Comscore transactions. The enforcement action also involved disclosures surrounding the number of customers. In 2014 and 2015, Comscore disclosed its total number of customers and net new customers added in quarterly earnings calls. Comscore also... Read More
The SEC’s Division of Corporation Finance has realigned the work of its disclosure program to promote collaboration, transparency and efficiency. As a result of the realignment, the disclosure program staff will focus their efforts through one of four groups: Disclosure Review Program. The SEC will conduct the majority of its... Read More
The SEC recently settled an enforcement action against Mylan N.V., claiming Mylan failed to timely disclose to investors a possible loss relating to a nearly two-year Department of Justice probe into whether Mylan overcharged Medicaid by hundreds of millions of dollars for sales of EpiPen Auto-Injector by misclassifying EpiPen as... Read More
The SEC issued new rules in a release captioned “Solicitations of Interest Prior to a Registered Public Offering.” New Rule 163B enables all issuers to engage in test-the-waters communications with qualified institutional buyers, referred to as QIBs, and institutional accredited investors, referred to as IAIs, regarding a contemplated registered securities... Read More
Our preliminary list of important planning considerations for the 2020 proxy season is set forth below. Directors’ and Officers’ Questionnaires; Committee Charters We have identified only a few possible changes to date for D&O questionnaires and committee charters for the 2020 proxy season. New rules adopted to implement the FAST... Read More
We have identified only a few possible changes to date for D&O questionnaires for the 2020 proxy season. New rules adopted to implement the FAST Act clarify that registrants may, but are not required to, rely only on Section 16 reports that have been filed on EDGAR (as well as... Read More