In Chester County Employees’ Retirement Fund v. KCG Holdings, Inc. et al the Delaware Court of Chancery considered the interplay between the Corwin and Revlon doctrines. In July 2017, Virtu Financial, Inc. (“Virtu”) acquired KCG Holdings, Inc. (“KCG”) for $20 per share. A former KCG stockholder alleged KCG’s directors failed... Read More
FASB has taken a major step towards approving accounting relief for companies required to modify contracts as a result of new global reference rates which are expected as a result of the expected transition away from LIBOR. The Board tentatively decided that for a contract that meets certain criteria, a... Read More
In Marchand v. Barnhill et al the Delaware Supreme Court overturned the Court of Chancery’s decision to dismiss a complaint asserting a Caremark cause of action for failure to state a claim. The case involved Blue Bell Creameries USA, Inc., one of the country’s largest ice cream manufacturers. Blue Bell... Read More
In Howland Jr. v. Kumar et al the Delaware Court of Chancery addressed the alleged spring-loading of options in connection with the repricing of options when considering a motion to dismiss. In that case, a stockholder of Anixa Biosciences, Inc. challenged the 2017 repricing of stock options held by Anixa’s... Read More
It has been widely reported that the SEC sued Kik Interactive Inc. for conducting an illegal $100 million securities offering of digital tokens. The SEC charges that Kik sold the tokens to U.S. investors without registering their offer and sale as required by the U.S. securities laws. To many crypto... Read More
Quoting both a nearly 70-year-old decision and a nearly 30-year-old SNL skit, the Delaware Court of Chancery, in Stein v. Blankfein et al, reaffirmed that in most circumstances decisions of directors awarding director compensation are subject to review under the entire fairness standard. The Court also addressed the possibility of... Read More
In a review of a PCAOB disciplinary proceeding the SEC took the rare step of cancelling the PCAOB’s finding that an audit partner of a Big Four firm engaged in repeated instances of negligent conduct during the audit of a mortgage REIT’s financial statements. The facts were extreme. The audit... Read More
In AG Oncon, LLC et al v. Ligand Pharmaceuticals Inc., the Delaware Court of Chancery upheld an issuer’s right to conform an Indenture to the related description of notes contained in the offering memorandum used to privately place the convertible notes. The Indenture authorized Ligand to conform its terms to... Read More
The New York Stock Exchange proposes to amend Section 303A.08 of the Manual to clarify the circumstances under which certain sales of a listed company’s securities will not be deemed to be equity compensation for purposes of that rule. The rule proposal states as follows: Section 303A.08 provides that an... Read More
The PCAOB posted to its website a staff guidance document, A Deeper Dive on the Communication of CAMs, developed to support implementation of the new critical audit matter requirements. This document was informed by discussions with auditors regarding their experiences conducting dry runs of CAMs with their audit clients, the... Read More