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

Caremark Claim Against Audit Committee Survives Dismissal

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Kandi Technologies Group, Inc. is a publicly traded Delaware corporation based in China. The Company struggled persistently with its financial reporting and internal controls, encountering particular difficulties with related-party transactions. The complaint filed in Hughes v. Hu describes problems dating back to 2010. In March 2014, the Company publicly announced... Read More

Topics: Litigation, Public Companies and Securities

Minnesota Governor Signs Executive Order Regarding Annual Meetings of Minnesota Public Companies

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Minnesota Governor Tim Walz has signed Emergency Executive Order 20-43 addressing the annual meeting requirements of Minnesota public companies as a result of the COVID-19 pandemic.  According to the Executive Order: If, as a result of the public health threat caused by the COVID-19 pandemic, a board of directors wishes... Read More

Topics: COVID-19, Public Companies and Securities

Court Denies Bid for New Election as a Result of Misleading Disclosures on Restricted Stock Awards

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In 2015, the stockholders of nominal defendant, Investors Bancorp, Inc. (“Investors Bancorp” or the “Company”), voted to approve an equity incentive plan (“EIP”) adopted by the Company’s board of directors (the “Board”). After the stockholders approved the EIP, the Board awarded itself substantial restricted stock awards (“RSAs”) and stock options... Read More

Topics: Employment, Public Companies and Securities

Reconsidering PPP Eligibility – Should Public Companies and Financially Strong Borrowers Repay PPP Loans?

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Judith Araujo, Jack Bowling, Susan Warshaw Ebner, Steve Quinlivan, Patrick Respeliers and Gerald Weidner also contributed to this post. A number of public companies applied for and received potentially forgivable loans under the Paycheck Protection Program (PPP). To be eligible for a PPP loan a borrower does not need to... Read More

Topics: COVID-19, Public Companies and Securities

Nasdaq Permits More Time for Companies to Regain Compliance with the Bid Price and Market Value of Publicly Held Shares

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In an immediately effective rule change approved by the SEC, Nasdaq will permit a longer period of time for companies to regain compliance with Price-based Requirements under continued listing requirements by tolling the compliance periods through and including June 30, 2020.  Nasdaq’s rule proposal refers to Price-based Requirements as those... Read More

Topics: Public Companies and Securities

NYSE Waives Shareholder Approval Requirements in Response to COVID-19

On April 6th, the Securities and Exchange Commission approved the New York Stock Exchange’s request to provide temporary waivers of the shareholder approval requirements applicable to certain kinds of equity issuances under the NYSE’s Listed Company Manual as part of the Exchange’s ongoing efforts to respond to the challenging fund-raising... Read More

Topics: COVID-19, Public Companies and Securities