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


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


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

House Committee Considers Legislation Requiring Disclosure of Political Spending, ES&G Metrics and Diversity


The House Committee on Financial Services is considering legislation on a number of matters that would affect public companies.  An example of some of the matters under consideration include: A bill that would require public companies to submit quarterly reports to both the SEC and investors detailing the amount, date,... Read More

Topics: ESG, Public Companies and Securities

SEC Reissues and Updates Guidance for Annual Meetings and COVID-19


The SEC has reissued and updated its guidance regarding COVID-19 matters and its effect on some matters related to annual meetings.  The guidance addresses: Changing the Date, Time, or Location of a Shareholder Meeting “Virtual” Shareholder Meetings Presentation of Shareholder Proposals Delays in Printing and Mailing of Full Set of... Read More

Topics: COVID-19, Public Companies and Securities

Corp Fin Director Questions Application of PSLRA to De-SPAC Transactions


John Coates, Acting Director, Division of Corporation Finance, issued a statement questioning the application of the safe harbor for forward looking information in the Private Securities Litigation Reform Act (PSLRA) to a de-SPAC transaction.  A de-PAC transaction occurs when a SPAC, which is already public, acquires a private company which... Read More

Topics: Public Companies and Securities