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

Chancery Permits Reverse Veil Piercing

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Manichaean Capital, LLC et al v. Exela Technologies, Inc., et al begins with the Delaware Court of Chancery recounting the results of an appraisal action with respect to the acquisition of SourceHOV Holdings, Inc.  The former shareholders of Source HOV who properly exercised their appraisal rights received a significant award.... Read More

Topics: M&A

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