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SEC Provides Guidance on Annual Meeting Dates and Using Virtual Meetings as a Result of Coronavirus

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The SEC published guidance to assist public companies, investment companies, shareholders, and other market participants affected by COVID-19 with their upcoming annual shareholder meetings.  The guidance is designed to facilitate the ability of companies to hold these meetings, including through the use of technology, and engage with shareholders while complying... Read More

Topics: Public Companies and Securities

ISS Launches Climate Voting Policy

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ISS has launched a new specialty Climate Voting Policy. Other specialty voting policies maintained by ISS include SRI, Sustainability, Faith-Based, Taft-Hartley, and Public Fund policies. According to ISS, five key topical pillars undergird the Climate Voting Policy: Sector-specific materiality using ISS’ Carbon Risk Classification (CRR). Disclosure signals based on climate... Read More

Topics: ESG, Public Companies and Securities

SEC Provides Conditional Regulatory Relief for Companies Affected by the Coronavirus Disease 2019 (COVID-19)

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The SEC announced that it is providing conditional regulatory relief for certain publicly traded company filing obligations under the federal securities laws.  The impacts of the coronavirus may present challenges for certain companies that are required to provide information to trading markets, shareholders, and the SEC. These companies may include... Read More

Topics: Public Companies and Securities

SEC Charges Contracted Investor Relations Person with Disclosure Violation

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Shawn Severson is the owner and manager of EnergyTech Investor, LLC.  Between August 2015 and March 2018, UQM Technologies, Inc., or UQM, retained Severson, through EnergyTech Investor and another firm, to provide investor relations services and advice in exchange for a monthly fee. During this time, Severson provided various services... Read More

Topics: Litigation, Public Companies and Securities

Delaware Supreme Court Examines Director Liability for Acquisitions

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In McElrath v. Kalanick et al, the Delaware Supreme Court examined the liability of directors of Uber for an acquisition.  The case arose out of Uber’s acquisition of Ottomotto LLC.  Otto was founded by Anthony Levandowski, a former employee of “Waymo.” Waymo is a subsidiary of Google, and is engaged... Read More

Topics: Litigation, M&A, Private Equity, Public Companies and Securities

Chancery Finds General Counsel Potentially Liable for Misleading Tender Offer Documents

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Morrison v. Berry considers Plaintiff’s claims for damages following the purchase of a grocery-store chain, The Fresh Market, Inc. (“Fresh Market” or the “Company”) by Apollo investment entities. The Plaintiff was a former stockholder of the Company, purportedly acting on behalf of the stockholder class. She alleges that certain Fresh... Read More

Topics: Litigation, M&A, Public Companies and Securities

SEC Sets Disclosure Expectations on IP Risks Associated with International Operations

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The SEC has issued new guidance it believes will assist public companies both in assessing materiality and in drafting disclosure related to risks to technology and intellectual property that may result from conducting business outside the United States.  The SEC believes that this is important for jurisdictions that do not... Read More

Topics: Public Companies and Securities