Dodd-Frank.com

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

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

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

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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 Risk Alert Notes Deficiencies in ESG Investing Processes

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The SEC Division of Examinations has issued a Risk Alert to highlight observations from recent exams of investment advisers, registered investment companies, and private funds offering ESG products and services. According to the Risk Alert, during examinations of investment advisers, registered investment companies, and private funds engaged in ESG investing,... Read More

Topics: ESG

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

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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

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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

FINCEN Takes Steps Toward Preparing Regulations for Beneficial Ownership Reporting Under the Corporate Transparency Act

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FINCEN has issued an Advance Notice of Proposed Rulemaking, or ANPRM to solicit public comment on a wide range of questions related to the implementation of the beneficial ownership information reporting provisions of the Corporate Transparency Act, or CTA. The CTA requires reporting of beneficial ownership information by “reporting companies.”... Read More

Topics: Corporate Transparency Act

NYSE Completes Amendments to Shareholder Approval and Related Party Requirements

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The NYSE has amended the Listed Company Manual regarding shareholder approval requirements for the issuance of securities and certain related party matters. The SEC approved the amendments on an accelerated basis. Prior to the amendment, Section 312.03(b) of the Manual required shareholder approval prior to certain issuances of common stock,... Read More

Topics: Public Companies and Securities