Dodd-Frank.com

Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest

SEC Brings Enforcement Action for Loss Contingency Disclosure

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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”

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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

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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

SEC Sanctions Issuer for Misrepresentations Regarding Loan Covenant Compliance

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Omega Protein Corporation manufactured and distributed omega-3 fish oils and fish meal products. Omega financed its operations through federal government programs under Title XI of the Merchant Marine Act of 1936.  The Title XI loans were administered by the National Marine Fisheries Service, or NMFS.  NMFS regularly required that Omega’s... Read More

Topics: Public Companies and Securities

SEC Clarifies Investment Advisers’ Proxy Voting Responsibilities and Application of Proxy Rules to Voting Advice

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The SEC provided guidance to assist investment advisers in fulfilling their proxy voting responsibilities. The guidance discusses, among other matters, the ability of investment advisers to establish a variety of different voting arrangements with their clients and matters they should consider when they use the services of a proxy advisory... Read More

Topics: Investment Advisers, Public Companies and Securities