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

SEC Proposes to Amend Financial Disclosures Regarding M&A Transactions

The SEC has proposed rule amendments that revise required financial disclosure upon the acquisition and disposition of businesses in M&A transactions. The proposed changes would, among other things: update the significance tests under these rules by revising the investment test and the income test, and conforming the significance threshold and... Read More

Topics: M&A, Public Companies and Securities

Does a Requirement to Pay “Target Variable Compensation” Include Equity Awards?


In Batty v. UCAR International Inc. et al the Delaware Court of Chancery considered the terms of a severance agreement.  The agreement, which was entered into in 2000, set the compensation that plaintiff Batty, who was employed by certain of the defendants for 34 years, would receive from the defendants... Read More

Topics: Employment, Executive Compensation, Litigation, M&A, Public Companies and Securities

SEC Brings Actions Against Fifteen Unregistered Brokers for Their Participation in an Illegal Offering of Microcap Securities


The SEC charged fifteen individuals with acting as unregistered brokers or aiding-and-abetting such activity in connection with Intertech Solutions, Inc.’s fraudulent and unregistered securities offerings. The SEC’s complaints allege that the charged individuals were hired by Intertech Solutions to engage in or facilitate cold-call solicitations of hundreds of prospective investors... Read More

Topics: Litigation, Public Companies and Securities

NYSE Revises Shareholder Approval Rules for Certain Issuances of Securities

The SEC has approved amendments to Sections 312.03 and 312.04 of the NYSE Listed Company Manual that modify the price requirements for certain exceptions to shareholder vote requirements related to issuances of securities set forth in Section 312.03. The amendments replace the former “book and market value” minimum pricing threshold... Read More

Topics: Public Companies and Securities

SEC Grants No-Action Letter Finding Certain Tokens Are Not Securities and Publishes Framework on Investment Contract Analysis


Wow, it finally happened. The SEC granted long awaited guidance on when tokens are not securities in the form of a no-action letter.  The no-action letter finds the specific tokens at issue were not securities because: TKJ will not use any funds from Token sales to develop the TKJ Platform,... Read More

Topics: Blockchain Technology, Public Companies and Securities