Dodd-Frank.com

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

Court Finds Buyer is not Required to Return Cash in Purported “Cash Free, Debt Free” Deal

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Deluxe Entertainment Services Inc. v. DLX Acquisition Corporation involved a stock purchase agreement where Plaintiff Deluxe Entertainment sold all of its stock (the “Transaction”) in its wholly owned subsidiary, Deluxe Media Inc. (“Target”), to defendant DLX Acquisition Corporation (“Buyer,” and together with Target, “Defendants”), an affiliate of the private equity... Read More

Topics: M&A

Resolution Introduced to Invalidate Revisions to Shareholder Proposal Rules

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In September 2020 the SEC adopted final rules altering the shareholder proposal framework for the first time in 20 years. Following another split-vote of the Commissioners, the SEC approved modifications to the current shareholder ownership threshold for initial submissions as well as the shareholder support levels required for resubmissions of... Read More

Topics: 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 Announces Enforcement Task Force Focused on Climate and ESG Issues

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The Securities and Exchange Commission announced the creation of a Climate and ESG Task Force in the Division of Enforcement. Consistent with increasing investor focus and reliance on climate and ESG-related disclosure and investment, the Climate and ESG Task Force will develop initiatives to proactively identify ESG-related misconduct.  The task... Read More

Topics: Public Companies and Securities

SEC Charges AT&T and Three Executives with Selectively Providing Information to Wall Street Analysts to Talk Down Estimates

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On March 5, 2021, the Securities and Exchange Commission charged AT&T, Inc. with repeatedly violating Regulation FD, and three of its Investor Relations executives with aiding and abetting AT&T’s violations, by selectively disclosing material nonpublic information to research analysts. The enforcement action demonstrates how efforts to talk down analyst estimates... Read More

Topics: Errors & Omissions Liability

ISS Issues Compensation and Equity Compensation Plan FAQs for 2021

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ISS has posted its usual suite of interpretive material for the upcoming proxy season. The Compensation FAQs note exceptional circumstances of the COVID-19 pandemic and its impact on company operations will be considered in ISS’ qualitative evaluation. The FAQs then point you toward ISS’ previously released COVID-19 FAQs. The Equity... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities