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
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
Many believe that economic disruptions caused by the COVID-19 pandemic will lead to increased bankruptcies. If that is true, a portion of those bankruptcies would include public companies. Set forth below are some key SEC reporting considerations for public companies that file for bankruptcy. Initial 8-K Reporting Obligations A public... Read More
Private equity firm Oak Hill Capital Partners owned ODN Holding Corporation, a holding company for Oversee.net. Oak Hill owned a majority of the Company’s common stock and all of its Series A Preferred Stock (the “Preferred Stock”). Oak Hill’s holdings gave it control over the Company at both the stockholder... Read More
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
The SEC has published a series of FAQs relating to how its COVID-19 Order affects certain matters with respect to the use and filing of Form S-3. The COVID-19 Order provides that, subject to certain conditions, publicly traded companies have an additional 45 days to file certain disclosure reports. According... Read More
In early 2016, the camera manufacturer, GoPro, Inc. planned to roll out two new products to the market, a drone that would house state of the art GoPro cameras and the latest iteration of its signature wearable camera. GoPro provided revenue guidance for 2016 based on projected sales of both... Read More
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
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
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