Dodd-Frank.com

Delegating Preparation of Proxy Statement to Management was an Unexculpated Act of Bad Faith

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In Re Pattern Energy Group Inc. Stockholders Litigation involved an M&A transaction where the sales process of Pattern Energy Group Inc. was run by an undisputedly disinterested and independent special committee that recognized and nominally managed conflicts, proceeded with advice from an unconflicted banker and counsel, and conducted a lengthy... Read More

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

SEC Charges Eight Companies for Failure to Disclose Complete Information on Form NT

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The Securities and Exchange Commission charged eight companies for failing to disclose in SEC Form 12b-25 filings, commonly known as Form NT, that their request for seeking a delayed quarterly or annual reporting filing was caused by an anticipated restatement or correction of prior financial reporting. The companies agreed to... Read More

Topics: Litigation, Public Companies and Securities

SEC Brings Charges for Failure to Disclose Perks

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The Securities and Exchange Commission announced settled charges against an Oklahoma-based gas exploration and production company, Gulfport Energy Corporation, and its former CEO, Michael G. Moore, for failing to properly disclose as compensation certain perks provided to Moore, as well as failing to disclose certain related person transactions. SEC enforcement... Read More

Topics: Litigation, Public Companies and Securities

SEC Charges Company for Implementing Stock Buyback Plan Before Acquisition Negotiations Resumed

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The SEC announced settled charges against Andeavor LLC for controls violations relating to a stock buyback plan it implemented while it was in discussions to be acquired by Marathon Petroleum Corp. in 2018. Andeavor agreed to pay a $20 million penalty to settle the charges.  According to the SEC order,... Read More

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

SEC Charges Ex-CEO with Aiding and Abetting Company’s Financial Reporting and Disclosure Violations

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The SEC charged former Hertz CEO and Chairman Mark Frissora with aiding and abetting the company in its filing of inaccurate financial statements and disclosures.  Frissora agreed to settle the charges and repay Hertz nearly $2 million in incentive-based compensation.  Frissora did not admit or deny the allegations. Select portions... Read More

Topics: Employment, Litigation, Public Companies and Securities

Director’s Undisclosed Conflict Prevents Application of Business Judgment Rule in Acquisition

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City of Fort Myers General § Employees’ Pension Fund v Haley, which was commenced in the Delaware Court of Chancery, grew out of the merger of equals between Towers Watson & Co. and Willis Group Holdings Public Limited Company.   Although Towers had stronger performance and greater market capitalization, under the... Read More

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