The Securities and Exchange Commission has again had to confront how to react to a mandatory arbitration provision that would have the effect of denying investors the ability to pursue federal securities law claims as a class action in a federal court. Mandatory arbitration provisions are controversial as a policy, legal and political matter and have presented the SEC with challenges.
Read MoreOn February 6, 2019, the SEC staff issued two new identical C&DIs that apply to Item 401 of Regulation S-K, Question 116.11, and Item 407 of Regulation S-K, Question 133.13. The new interpretation provides guidance on disclosure when a director or a director nominee voluntarily provide self-identified diversity characteristics, such as their race, gender, ethnicity, religion, nationality, disability, sexual orientation, or cultural background, and the director or nominee has consented to disclosure of these diversity characteristics.
Read MoreOn January 27, 2019, the Division of Corporation Finance posted an announcement regarding recommencement of operations. The Staff is returning to normal operations today and anticipates addressing filings, submissions and other requests for staff action, absent compelling circumstances, in the order received by the Staff.
Read MoreTwo year-end decisions by the Delaware Court of Chancery provide practical guidance for mergers and other transactions, one on the meaning of “commercially reasonable efforts” and other commonly used standards of efforts and the...
Read MoreOn December 18, 2018, the Securities and Exchange Commission (the “SEC”) adopted final rules requiring companies to disclose in proxy or information statements for the election of directors any practices or policies regarding the ability of directors or employees to engage in certain hedging transactions with respect to company equity securities. New Rule 407(i) of Regulation S-K follows the SEC’s proposal with some modifications reflecting commenter suggestions.
Read MoreCodifying what has become a common disclosure practice, the Securities and Exchange Commission has now required all public companies to disclose whether or not they have a policy or practice on transactions by directors or employees to hedge their exposure with respect to company equity securities and, if so, to describe it.
Read MoreThe 2019 proxy season is almost upon us. This QuickStudy recaps some important policy updates from Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”) and new disclosure requirements to keep in mind as proxy preparations begin in earnest this winter.
Read MoreOn October 23, 2018, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission issued Staff Legal Bulletin No. 14J (available here) (“SLB No. 14J”), which provides the Division’s latest views on the scope and application of the “economic relevance” exception (Rule 14a-8(i)(5)) and the “ordinary business” exception (Rule 14a-8(i)(7)) to shareholder proposals submitted under Rule 14a-8.
Read MoreOn July 18, the Securities and Exchange Commission adopted an amendment to Rule 701 increasing the threshold that triggers the Rule’s disclosure requirements. As background, Rule 701 provides an exemption from the registration requirements of the Securities Act for offers and sales of securities (including securities issuable under stock options and restricted stock units) by private companies (i.e., companies not subject to the reporting requirements under the Exchange Act) to their employees, officers, directors, consultants and advisors under compensatory benefit plans.
Read MoreThe 2018 proxy season is almost upon us. This QuickStudy recaps some important policy updates and new disclosure requirements to keep in mind as proxy preparations begin in earnest this winter.
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