Helping Clients Access the Capital Markets and Stay Apprised of Regulatory Developments

SEC Proposes New Rules for Proxy Advisors and Shareholder Proposals

On November 5, 2019, the Securities and Exchange Commission in a 3-2 vote proposed new ‎rules on two high profile topics: proxy advisory firms ‎ and shareholder proposals ‎. New rules on ‎these topics have been anticipated since the SEC added the items to its semi-annual agenda in ‎late May.‎

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Locke Lord QuickStudy: New York’s Blue Sky Law (Martin Act) Statute of Limitations Extended to 6 Years

On August 26, 2019, New York Governor Andrew Cuomo signed into law a significant change affecting New York’s blue sky law (the Martin Act),extending the period during which the Attorney General of New York can take action for violations of the Act to 6 years from the 3 year statute of limitations that the New York Court of Appeals determined was applicable in 2018 in People v. Credit Suisse Sec. (USA) LLC. This change restores the longer period the Attorney General thought it had to investigate and bring actions.

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Third Circuit Clarifies Board Observers Are Not Subject to Section 11 Liability

It is common for investors in venture capital and private equity transactions, and in other ‎investment arrangements, as a condition to their investment, to have rights to appoint board ‎observers when director representation is not available. An unanswered question has been the ‎extent to which a board observer has liability exposure under Section 11 of the Securities Act of ‎‎1933, for example, when a company goes public.‎

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Proxy Voting and Voting Advice: SEC Provides Guidance for Investment Advisers and Proxy Advisory Firms

On August 21, 2019, the SEC provided guidance (available here) to investment advisers, such as fund managers, regarding their proxy voting responsibilities. The SEC also concurrently issued an interpretative release (available here) regarding the applicability of the SEC’s proxy rules to proxy voting advice provided by proxy advisory firms, such as ISS and Glass Lewis.

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SEC Enforcement Action Is a Reminder of the Importance of Regulation FD Compliance

The Securities and Exchange Commission (“SEC”) adopted Regulation FD (Fair Disclosure) in ‎‎2000 to help level the playing field among market participants by proscribing the selective ‎disclosure of material nonpublic information. Regulation FD has had a profound impact on ‎public company communications practices and public disclosures.

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