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

SEC Modifies Shareholder Proposals Framework


On September 23rd, the Commission adopted rules altering the shareholder proposals submission (and re-submission) framework under Rule 14a-8 of the Exchange Act for the first time in over twenty years. Following another split-vote of the commissioners, the SEC approved the staff’s recommended modifications to the current shareholder ownership threshold for... Read More

Topics: Public Companies and Securities

DOL Proposes Rule on Employee Benefit Plan Proxy Voting and Exercises of Other Shareholder Rights


The U.S. Department of Labor today made available a proposed rule that would address the application of the prudence and exclusive purpose duties under the Employee Retirement Income Security Act (ERISA) with respect to proxy voting and exercises of other shareholder rights. The proposed rule amends the Department’s longstanding “Investment... Read More

Topics: ESG, Public Companies and Securities

SEC Adopts Rule Amendments to Modernize Disclosures of Business, Legal Proceedings, and Risk Factors


The SEC adopted amendments to modernize the description of business, legal proceedings, and risk factor disclosures that registrants are required to make pursuant to Regulation S-K. These disclosure items have not undergone significant revisions in over 30 years.  The final amendments: Revise the requirements to discuss the general development of... Read More

Topics: Employment, Public Companies and Securities

SEC Rulemaking Expands Accredited Investor Definition


On August 26, 2020, the Securities and Exchange Commission adopted amendments and issued a related order to expand the definition of “accredited investor” under Rule 501(a) of the Securities Act to include natural persons with certain professional certifications, designations; credentials issued by an accredited educational institution, including Series 7, Series... Read More

Topics: Investment Advisers, Public Companies and Securities

Court Examines Intended Third Party Beneficiaries of Indemnification Provision


In CHS/Community Health Systems, Inc. et al v. Steward Health Care System LLC, the Delaware Court of Chancery examined who was an intended third-party beneficiary of an indemnification provision in an Asset Purchase Agreement. The dispute arose in a transaction where Steward agreed to purchase substantially all the assets of... Read More

Topics: M&A, Public Companies and Securities

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


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