The SEC previously issued an order that, subject to certain conditions, provided publicly traded companies with an additional 45 days to file certain disclosure reports. The current relief provided public companies with a 45-day extension to file certain disclosure reports that would otherwise have been due on or before July... Read More
The SEC’s Division of Corporation Finance (Division) has issued disclosure guidance in the form of CF Disclosure Guidance: Topic No. 9A addressing COVID-19 disclosure considerations regarding operations, liquidity and capital resources. The Guidance supplements CF Disclosure Guidance Topic 9 which provided the Division’s initial views on disclosure and other securities... Read More
In re Oracle Corp. Derivative Litigation considered whether a fiduciary for an acquired entity can aid and abet breaches of duty by a fiduciary for the buyer. Theoretically yes, almost anything is possible. But what if the breach of duty relates only to the buyer paying the seller too much?... Read More
We are holding a webinar titled “Preparing the Second Quarter Form 10-Q in Light of COVID‑19 and Associated Issues.” The webinar will be held July 7, 2020 from 11.30 to 1.00 Central Daylight Time. We anticipate CLE credit being available for AZ, CO, KS, MN, MO and TX. Currently we... Read More
In 2013, Michael Dell and Silver Lake Group LLC took Dell, Inc. private through a leveraged buyout. The privately held successor of Dell, Inc. was Dell Technologies Inc. (the “Company”), which Mr. Dell and Silver Lake control. In 2016, the Company sought to acquire EMC Corporation, a data-storage firm. One... Read More
In a settled enforcement action, the SEC charged Argo Group International Holdings, Ltd. for failure to disclose perqs provided to its CEO and board member, Mark E. Watson III. According to the SEC, in definitive proxy statements disclosing executive compensation paid for 2014 through 2018, which were filed in 2015... Read More
In 2016, Ares Management LLC, a subsidiary of a global alternative asset manager, invested several hundred million dollars in client funds in a portfolio company in the form of debt and equity. Confidentiality provisions in the loan agreement remained in effect between Ares and the portfolio company on a going... Read More
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