Dodd-Frank.com

SEC Proposes Changes to Shareholder Proposal Rules and Rules Governing Proxy Advisors

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

Topics: Public Companies and Securities

Enforcement Action Reveals Misleading Customer Counts

By

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

Topics: Litigation, Public Companies and Securities

SEC Brings Enforcement Action for Loss Contingency Disclosure

By

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

Topics: Litigation, Public Companies and Securities

New SEC Rule Permits All Issuers to “Test-the-Waters”

By ||

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

Topics: Public Companies and Securities

Preliminary Planning for the 2020 Proxy Season

By ||

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

Topics: Public Companies and Securities