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Posts

• Activism: 2022 Trends & Settlements
• Non-Competes: How Broad is the FTC’s Proposed Sale of Business Carveout?
• Fiduciary Duties: Del. Chancery Says Entire Fairness Standard Applies to De-SPAC
• SPAC Redemptions: IRS Issues Guidance on Application of Buyback Excise Tax
• Sandbagging: What About Deals With RWI Policies?
• M&A Trends: In 2023, a Good Premium May Not be Enough
• M&A Trends: Last Year Wasn’t Great for ‘Mega Deals’ Either
• Antitrust: HSR Filing Fees for Big Deals Get a Big Bump Up
• Small Deals: A Bright Spot in 2023 M&A?
• SPACs: The Wall Street Journal Says ‘Stick a Fork in ‘Em’
• Del. Supreme Court Reverses Chancery’s $700M Bandera Decision
• Universal Proxy: Lessons From the First Proxy Contest
• More Bandera: The Concurring Opinion’s Take on Legal Opinions
• Antitrust: FTC Sues to Block Microsoft/Activision-Blizzard Deal
• Liability of Third Parties: Tortious Interference v. Aiding & Abetting
• Going Private: Controller Ties Not Enough to Blemish Special Committee’s Independence
• Universal Proxy: Want the White Proxy Card? Better Amend Your Bylaws!
• Contract Fraud: Dealmakers Still Don’t Get Limits of Disclaimers?
• Bank Deals: It Turns Out That Not All of Them Move Like Glaciers
• Del. Chancery Says Seller’s Rep Must Release Escrowed Funds
• Private Equity: PE Sponsors Down on Take Private Deals
• Venture Capital: Down Round Options
• The Worst Merger Ever? Not Even Close
• Advance Notice Bylaws: Battlelines are Drawn on Amendments Targeting Activists
• The Board’s Role in Managing M&A Regulatory Risk
• PE & VC Firms Look to Control Legal Spend
• Dispute Over de-SPAC Merger Leads to Bountiful Harvest of Legal Issues
• M&A Leaks Report: 2021 Deals Leaked More Than in Prior Years
• Antitrust: FTC Stakes a New Claim to Sweeping Authority
• Antitrust: Federal Judge Permanently Enjoins Simon & Schuster Deal
• Del. Chancery Invalidates Sale of Business Non-Compete
• Antitrust: European Regulators to Follow US Lead on Private Equity?
• Del. Chancery Says Faulty Projections Provide Basis for Fraud Claim
• Due Diligence: Political Law Compliance
• National Security: Treasury Adopts CFIUS Enforcement & Penalty Guidelines
• Antitrust: Kroger, Albertsons’ ‘Regulatory Matters’ Covenant
• Private Equity: Is it Becoming a Ponzi Scheme?
• Del. Chancery Addresses 3rd Party Beneficiary Issues in Twitter Stockholder Suit
• M&A Tax: SPACs & the Buyback Excise Tax
• Drag-Along Rights: ‘To Exercise or Not to Exercise, That is the Question…’
• Going Private: Survey of 2021 Sponsor-Backed Deals
• Private Equity: ‘Bolt-Ons’ Shine in Turbulent Times
• Busted Deals: What’s the Right Measure of Damages?
• Divestitures: Transition Services Agreements
• National Security: Executive Order Enhances CFIUS Review of Emerging Risks
• M&A Agreements: ‘Hell or High Water’ Clauses
• Antitrust: Push to Target Director Interlocks Raises Unresolved Issues
• Twitter v. Musk: When It Comes to Privilege, ‘It’s Good to be da King!’
• Key Considerations for Buying a De-SPACed Company
• Due Diligence: Artificial Intelligence Transactions
• Delaware Chancery Holds Reverse Spin-Off Passes Muster Under MFW
• Universal Proxy: A Roundup of Recent Commentary
• M&A Tax: New Book Minimum Tax Creates Complications for M&A
• Antitrust: FTC Makes It Easier to Launch M&A Investigations
• Universal Proxy: ISS Weighs In
• Reverse Termination Fees: Analysis of Size Ranges
• SPACs: Are the SEC’s Proposed Rules SPAC Insecticide?
• Delaware Chancery Says Process Isn’t Entirely Perfect, but Deal is Entirely Fair
• Controllers: Managing Liquidity Conflicts
• Antitrust: The FTC’s High Stakes Challenge to Meta’s Virtual Reality Deal
• M&A Privilege: Delaware Chancery Addresses Claim of ‘Common Interest’
• Private Equity: Pubco Valuations Down, Take Privates Up
• National Security: CFIUS Flexes Its New Muscles
• Books & Records: ‘Reliable Hearsay’ May Satisfy Delaware’s Proper Purpose Requirement
• Purchase Price Adjustments: The Locked-Box Alternative
• Controllers: Del. Chancery Applies MFW to Dual Class Charter Amendment
• Delaware Supreme Court Refuses to Dismiss Misleading Appraisal Disclosure Claims
• Exclusive Forum Bylaws: Recent 9th Circuit Decision Creates Circuit Split
• Due Diligence: Government Contractor Compliance
• Antitrust: FTC Challenges M&A Non-Compete
• Busted Deals: It Isn’t Just Twitter …
• Earnouts: Reducing the Risk of Disputes Over Milestone Payments
• Private Equity: Portfolio Company Debt Buybacks
• SPACs: Dealmakers Call Foul on SEC’s ‘Clarification’ of Underwriter Status
• Twitter: Musk Makes a Run for the Exit
• M&A Activity: An Uptick On the Way?
• Earnouts: Delaware Chancery Interprets Undefined ‘Commercial Best Efforts’ Clause
• Universal Proxy: Basic Compliance & Advanced Strategy Webinar
• Cross-Border: Japan’s M&A Outlook Brightens
• Antitrust: PE Firm & Portfolio Company Can’t Conspire Under Sherman Act
• SEC’s SPAC Proposals: Commenters Weigh In
• Will Rising Interest Rates Lead to More Cash & Stock Deals?
• Proxy Contests: Deadlocked Board Requires Company Neutrality
• Asset Sales: Stockholder Approval Required for Transfer by Insolvent Corporation
• Private Equity: Investors Want More ‘Skin in the Game’ From GPs
• RWI: General Partner-Led Private Equity Fund Secondaries
• Due Diligence: Software License Compliance
• Twitter: A Huge Reverse Breakup Fee If Musk Retrades the Deal?
• Private Equity: The Resurgence of PIK Loans
• Fiduciary Duty: Delaware Chancery Permits Direct ‘Brophy Claim’
• D&O Insurance: No Coverage for Pre-Merger Conduct
• PE Sponsor’s Desire to Close Out Fund Results in Entire Fairness Review
• Antitrust: EU General Court Upholds EC’s Tough Approach to Gun-Jumping
• National Security: White Paper on Global FDI & National Security Review Regimes
• Fiduciary Duty: Del. Chancery Says Charter Can’t Alter Standard of Review
• Elon Musk & Twitter: ‘Forget It, Jake. It’s Chinatown’?
• Officer Liability: M&A Board Minutes Put CLO in the Crosshairs
• Antitrust: Heads Up, Private Equity!
• Due Diligence: The Value of Entity Management in M&A
• Prevention Doctrine: Could Musk Troll His Way Into Big Trouble?
• Deal Jumping: JetBlue Goes ‘Hostile-ish’
• Proposed SPAC Rules: Are PIPE Investors Potential ‘Underwriters’?
• Antitrust: Big Changes to Required HSR Information on the Horizon?
• Cross-Border: Overview of UK ‘Schemes of Arrangement’
• M&A Trends: 2022 Edition of Wachtell’s ‘Takeover Law and Practice’
• Del. Chancery Finds ‘Compelling Justification’ for Dilutive Share Issuance
• Proposed SPAC Rules: Implications for Investment Banks
• National Security: Review of Outbound Investments?
• Tesla/SolarCity: ‘We’ll Meet Again, Don’t Know Where, Don’t Know When …’
• Advance Notice Bylaws: Delaware Courts Move Toward Intermediate Scrutiny
• Twitter: The Elon Stuff in the Merger Agreement
• Twitter: What Will the Merger Agreement Say?
• When Do Minority Shareholders Owe Fiduciary Duties?
• Spin-Offs: Wachtell Lipton Updates Its Guide
• Poison Pills: Twitter Opts for Plain Vanilla
• Poison Pills: What to Look for When Twitter Files Its Rights Plan
• Due Diligence: Privacy & Cybersecurity Risks
• Diversity: Number of Women in M&A on the Rise
• Ukraine Crisis: M&A Agreements’ Sanctions Language Gets an Update
• Survey: Middle Market Deal Terms
• Deal Hacking: Delaware Chancery Addresses Claims Arising Out of Hacker’s Theft of Merger Consideration
• SPACs: SEC Rule Proposal Seeks to Level Playing Field with Traditional IPOs
• Venture Capital: Board Seats, Who Needs ‘Em?
• SPACs: Delaware Looks to Weigh-in Again
• SPACs: D&O Implications of Delaware Chancery’s ‘Multiplan’ Decision
• Gender Diversity: Impact on M&A Strategies and Outcomes
• Antitrust: Heightened Vertical Merger Scrutiny Not Limited to US
• Delaware Supreme Court Again Addresses Preliminary Agreements
• Due Diligence: Growing GDPR Risk to Fund Sponsors & Corporate Parents
• Activism: Is a Wave of ‘SPACtivism’ Coming?
• Appraisal: Recent Del. Chancery Decision Opens Door to Arbs?
• Reps & Warranties: Del. Chancery Reaffirms That Delaware is “Pro-Sandbagging”
• Material Breach Metaphysics: Del. Chancery Addresses MAE Rep Without a Closing Condition
• Survey: Prevalence of Takeover Defenses
• RWI: Implications of Russia Sanctions
• Going Private: Survey of 2020 Sponsor-Backed Deals
• Fiduciary Duty: Director’s Abstention Isn’t a Get Out of Jail Free Card
• Antitrust: Implications of Recent Vertical Merger Challenges
• Advance Notice Bylaws: Del. Chancery Upholds Record Holder Requirement
• Lessons for Sellers From the Wordle Deal
• Mootness Fees: SDNY Says “No” to M&A Disclosure Litigation Plaintiff
• Antitrust: Will “Ticking Fees” Become a Trend?
• M&A Agreements: Crypto References Creep In
• Aiding and Abetting: Buyer Beware
• Appraisal: Chancery Limits Discovery for Lurking Fiduciary Claim
• Financial Reporting: Handbook on Accounting for Business Combinations
• Private Equity: SEC Proposes to Overhaul Private Fund Adviser Rules
• Appraisal: Chancery Addresses Fair Value Change Between Signing and Closing
• Transition Services Agreements: Key Considerations for Buyers and Sellers
• SPACs: Former SEC Corp Fin Director Doesn’t Pull Any Punches
• Private Equity: The Return of Club Deals?
• Antitrust: DOJ’s Antitrust Chief Takes a Hard Line on Remedies
• Private Equity: SEC Proposes Changes to Form PF
• Activism: Are Anti-Activist Pills Useless?
• FTC Announces New HSR Thresholds
• Mega Deals: More Common Than You Might Think
• Poking Around the Microsoft-Activision Blizzard Merger Agreement
• M&A Agreements: Rethinking Consequential Damages Exclusions
• Antitrust: DOJ & FTC Look to Revamp Merger Guidelines
• National Security: CFIUS & De-SPAC Transactions
• M&A Agreements: When do Target Stockholders become Buyer Stockholders?
• M&A Activism: Sale-Oriented Activism on the Rise?
• Private Equity: LPs Say Continuation Funds are a Game Changer
• Fiduciary Duties: Del. Chancery Applies Entire Fairness Standard to De-SPAC Claims
• M&A Agreements: Disclosure Schedules Have Their Day in Court
• COVID-19 Busted Deals: Ontario Court Awards C$1.24 Billion to Jilted Seller
• M&A Agreements: Brief Chancery Opinion Has Plenty to Say to Drafters
• Earnouts: Del. Chancery Refuses to Dismiss Fraud & Implied Covenant Claims
• Antitrust: FTC & DOJ Eye Changes to Horizontal Merger Guidelines
• Poison Pills: Del. Supreme Court Leaves Many Unanswered Questions
• Deal Hacking: Paying Agent in Cross-Hairs for Hacker’s Theft of Merger Consideration
• SPAC Regulation: “A Hard Rain’s A-Gonna Fall”
• SPAC M&A Litigation: Recent Filings Highlight Alleged Process Failures
• Effective Time: When Do Target Stockholders Stop Being Stockholders?
• Letters of Intent: NC Business Court Provides Another Cautionary Tale
• Blank Check Reverse Mergers: The SEC Responds to the Del. Chancery
• M&A Tax: Build Back Better Act May Increase Tax on Private Company Sales
• COVID-19: Will Omicron Throw a Monkey Wrench into Pending Deals?
• M&A Activism: Assessing the State of Play
• Legal Opinions: Recent Chancery Decision Provides Guidance
• Start-Ups: Allocating Founders’ Shares
• Earnouts: An Overview
• Delaware Chancery Provides Guidance on Legal Dividend Issues
• Antitrust: Where’s the Enforcement Surge?
• M&A Agreements: What Will Next Year’s Deal Agreements Look Like?
• National Security: UK’s National Security and Investment Act
• National Security: CFIUS and The Food Sector
• The Rise of Hipster Antitrust: DOJ Brings Monopsony Case
• Dissecting Fraud Carve-Outs
• Injunctive Relief: Delaware Chancery Again Refuses to Enjoin a Merger
• Successor Liability: Federal Common Law
• Antitrust: New Tool Helps You Not Sound Like a Supervillain
• SPACs: Fitting Square Pegs into Corporate Law’s Round Holes
• Activism: Third Quarter Highlights
• Antitrust: FTC Reinstates Prior Approval Policy
• No Deal: Private Equity Firm Changes Its Vocabulary
• Middle Market M&A: Strategic vs. PE Valuations
• Usury: Toxic Converts Prove Toxic to Lender
• Proxy Contests: Del. Chancery Upholds Enforcement of Advance Notice Bylaw
• M&A Agreements: Interpreting Termination Provisions
• Tax Considerations: The M&A Implications of Pending Tax Proposals
• Special Committees: “Bad Faith” Claims Gain a Foothold in Delaware
• Due Diligence: Quality of Earnings
• Special Committees: Income Dependence and Admiration for Controller Preclude Independence
• Pending M&A Transactions: Signing a Deal is the Easy Part
• Private Equity: Is IRR a Misleading Metric?
• M&A Litigation: Contractual Fraud Marches On
• Activism: What Industries Are in the Cross-Hairs?
• Fraud on the Board: Wait, I’m the Victim Here. . .
• Preferred Stock: Del. Chancery Holds No Breach of Mandatory Redemption Provision
• Snapshot of Public Company Deal Terms
• Antitrust Merger Review: There’s a New Sheriff in Town
• Controllers: Del. Supreme Court Holds Dilution Claims Are Derivative
• Del. Chancery Addresses Duties of Shareholders’ Reps
• Antitrust: FTC Rescinds Vertical Merger Guidelines
• SPAC Valuations: Propelled by Plenty of Hot Air?
• Investment Bankers: Overview of Engagement Letter Provisions
• Contract Interpretation: Timing of Affiliate Status
• Appraisal: Del. Supreme Court Okays Contractual Waiver of Appraisal Rights
• Welcome to SPACtivism!
• Fraud on the Board: What Is It?
• SPAC IPOs Implode in Q2
• Earnouts: Del. Chancery Says “Commercially Reasonable Efforts” Must be Persistent
• Merger Agreement Breach Supports NC Deceptive Trade Practices Claim
• Antitrust Risks: Dealing with the New Environment
• Do All Cash Deals Automatically Trigger Revlon?
• Target’s Termination of Deal Results in Loss of Breach and Fraud Claims
• Delaware Law: The Bedrock M&A Cases
• Antitrust: FTC Withdraws HSR Guidance on Debt Repayment
• SPAC Litigation: 49 Firms Say SPACs Aren’t Investment Companies
• PSTH Lawsuit: SPACs, SPARCs, Profs & Fig Leaves
• Revlon: No Change in Control In 58% Stock Deal
• Controllers: No MFW For Expiring Procedural Commitments
• D&O Insurance: Carriers Get a “W” in Appraisal Case
• R&W Insurance: Current Market Trends
• Poison Pills: 2020-2021 Pill Adoptions
• MAE Clauses: Drafting Lessons From Bardy Diagnostics v. Hill-Rom
• PSTH Lawsuit: “SPACmageddon” or Something Less?
• Non-Assignment Clauses: What Assignments Don’t They Prohibit?
• Contract Fraud: Negotiated Limitations on Liability Had “Too Much Dynamite”
• Non-Signatories Bound By Merger Agreement’s Indemnification Provisions
• R&W Insurance: Coverage for Non-Standard Deals? Good Luck!
• COVID-19 M&A Litigation: Lessons Learned
• Shareholders Agreements: De-SPACs v. IPOs
• Due Diligence: ESG Considerations
• M&A Agreements: “Effect of Termination” Provisions
• HSR Filings: The FTC’s Overwhelmed and You’re on Your Own
• National Security: 2020 CFIUS Annual Report
• Cybersecurity: Strategic and Tactical Considerations in M&A
• Antitrust Merger Investigations: 2021’s First Half Scorecard
• Controllers: No Shortcuts to MFW Cleansing
• Proxy Fights: Was Exxon Mobil a Bellwether?
• Is Appraisal Arbitrage Poised for a Comeback?
• Activism: 2021 First Half Highlights
• SPACs: Alternatives to PIPE Financing for De-SPACs
• More on “Rights Offerings: Cleansing? Maybe Not…”
• Activism: Bumpitrage in the UK
• M&A Process: The Role of Social Media
• Appraisal Rights: What About LLCs?
• Choice of Law Clauses: Boilerplate They Ain’t!
• Is the Intro to a Merger Agreement a “Resolution”? It is in Nevada!
• Antitrust: President’s Executive Order Puts the Squeeze on M&A
• Busted Deals: “Tyson Right Uppercut” to Seller’s Business Isn’t a MAE
• Antitrust: Interlocking Director Issues
• Del. Chancery Denies Injunction for Alleged Violations of DGCL Section 203
• Rights Offerings: Cleansing? Maybe Not…
• Take-Privates: An Overview of the Process
• SPAC M&A Litigation: The Specter of Section 11
• Delaware Supreme Court Says Entire Fairness Sometimes Isn’t Enough
• Private Equity: LPs Say ESG is a Top Investment Priority
• Dealing With M&A Compensation Issues
• Del. Chancery Says 35% Stockholder Not a Controller
• CFIUS: Treasury Team Hunts For Non-Notified Transactions
• Loyalty Claim Against Special Committee Chair Survives Motion to Dismiss
• Fraud: Integration Clause Bars Claims Based on “Future Promises”
• M&A Agreements: Don’t Play Hide the Ball With Forum Selection Clauses
• Antitrust: VCs Stressing Out Over Federal Antitrust Legislative Initiatives
• Controllers: Receipt of Unique Benefits Results In Entire Fairness Review
• SPACs: The UK Opens Its Doors to Listings
• National Security: CFIUS’s Cybersecurity Compliance Expectations
• The Modern Deal Economy: How Did We Get Here?
• Earnouts: Buyer’s Discretionary Authority Doesn’t Bar Claim
• Letters of Intent: Traps for the Unwary
• Spin Offs: Wachtell Lipton Updates Its Guide
• National Security: The Growing Importance of Export Controls
• M&A Projections: Third Circuit Dismisses Claims Based on Downside Case Disclosure
• Appraisal Statute Doesn’t Bar Extraordinary Dividend as Part of Merger
• Antitrust: 7-Eleven Acquires Speedway Despite FTC Objections
• Appraisal: Delaware Chancery Permits Reverse Veil Piercing
• Stockholder Votes: Sometimes, Not to Decide is to Decide
• Post-Closing Disputes: New Del. Case Addresses Purchase Price Adjustments
• Controllers: Del. Chancery Rejects Challenge to Committee Independence
• Appraisal: Fair Value Adjusted for Post-Signing Developments
• Divestment: Breaking the Cycle of Inaction
• Crypto M&A: The Central Role of Money Transfer Regulations
• Exclusive Forum Bylaws: Farewell to Section 14(a) Claims?
• Study: Private Target Deal Terms
• Earnouts: Del. Chancery Refuses to Re-Write Contract Terms
• National Security: The U.K. Adopts a New Review Regime
• Disclosure: Board’s Delegation of Proxy to Management Allegedly “Bad Faith”
• A New Approach to MACs
• Nevada Supreme Court Applies BJR to Controlling Shareholder Transaction
• Specific Performance: Del. Chancery Orders PE Buyer to Close
• M&A: A Comprehensive Outline of Delaware Issues
• Fraudulent Transfers: 2d Circuit’s Revival of Bankruptcy Safe Harbor Stands
• De-SPACs: Fiduciary Duties
• The Ties That Bind: Limits On A CEO’s Authority
• Post-Closing: Dealing with “People Challenges” in M&A
• Controllers: Fiduciary Duties Don’t Include Martyrdom
• Activism: First Quarter Highlights
• SPACs: Skepticism About Captive Insurance as a D&O Alternative
• Private Equity: Global Deal Value Soars in Q1
• Letters of Intent: NC Court Says Disclaimers Preclude Fraud Claims
• SPACs: Here Come the Lawsuits. . .
• Special Committees: 2020 Delaware Developments
• Disclosure: Mass. Court Says No Duty to Disclose Preliminary Merger Negotiations
• SPACs: Less Risky Than IPOs? Corp Fin Chief Says “Don’t Bet On It”
• Antitrust: Amended EC Policy Allows Review of Non-Reportable “Killer Acquisitions”
• Transactional Insurance: The Year in Review
• Antitrust: FTC Challenges Vertical Merger
• Comparability Provisions: Treatment of Employees in M&A Agreements
• M&A Agreements: Del. Chancery Rejects Seller’s Attempt to Reclaim Pre-Closing Cash
• Exclusive Forum Bylaws: Stabilizing D&O Rates?
• Private Equity: SPACs Provide Competition for Tech Deals
• Antitrust: Make Sure the HSR Clock Has Started Running
• Officer & Controller Liability: Vice Chancellor Laster Speaks!
• SPACs: The Captive Insurance Alternative
• Books & Records: Can Inspection Rights be Waived in Delaware?
• Antitrust: NY Legislation Would Mandate Pre-Merger Notification
• Officer Liability: Del. Chancery Again Endorses “Fraud on the Board” Claim
• Intellectual Property Issues in M&A: A Deep Dive
• Private Equity: Navigating Portfolio Company Conflicts
• D&O Insurance: “Forget It Jake, It’s Delaware. . .”
• Del. Supreme Court Says Parties May Limit Liability for Non-Intentional Fraud
• SPAC Mergers: A Guide to SEC Filing & Disclosure Requirements
• Poison Pills: A Recap of 2020 Pill Adoptions & Terms
• Controllers: What’s The Standard of Review for a Sale to a Third Party?
• SPACs: SEC Guidance a Road Map for De-SPAC Plaintiffs?
• Selling the Company: A Practical Guide for the Sale Process
• Del Chancery Strikes Down “Anti-Activist” Poison Pill
• Private Equity: Will a Gensler-Led SEC “Send Them A Message”?
• SPACs: The More Costly Route to the Public Market?
• Director Liability: Directors’ Duties are Fiduciary, Not Contractual
• Antitrust: Agencies Increase Use of Sherman Act in M&A Enforcement
• Rep & Warranty Insurance: Are Higher Premiums Here to Stay?
• Earnouts: Still Popular – And Still Problematic
• Delaware Choice of Law Provision Doesn’t Bar California Statutory Claim
• Appraisal: Key Takeaways From 2020 Delaware Decisions
• Aiding & Abetting: Del. Chancery Allows Claim Against Buyer
• Post-Closing: Purchase Price Adjustments & Indemnification Claims Study
• Appraisal: Del. Supreme Court Affirms DCF-Based Fair Value Determination
• National Security: CFIUS Targets China-backed Venture Deals
• Derivative Claims: Del. Supreme Court Addresses Post-Closing Standing
• Antitrust: Agencies Suspend HSR Early Terminations Pending Process Review
• ESG: Have We Reached an Inflection Point for M&A?
• SPACs: Is the PSLRA Safe Harbor Driving the Boom?
• FTC Announces New HSR Thresholds
• Officer Liability: Del. Court Refuses to Dismiss Fraud Claims Against LLC Managers
• Post Closing Disputes: The Locked Box Alternative
• Shareholder Activism: 2020 In Review
• Poison Pills: Del. Chancery Skeptical of “Wolf Pack” Terms
• M&A Projections: Safe Harbor? Don’t Count On It
• M&A Finance: A Look Back At 2020 & Issues For 2021
• When M&A Goes Wrong: Lessons From Divestitures
• Controller’s Receipt of “Non-Ratable Benefit” Mandates Entire Fairness Review
• Antitrust: How Aggressive Will the Biden FTC Be?
• Controllers: Viva Zapata! Del. Chancery Refuses to Dismiss WeWork Lawsuit
• Busted Deals: What If LVMH & Tiffany Went to Trial?
• Officer Liability: Recent Trends
• Indemnification: Del. Court Says No Attorneys Fees for 1st Party Claim
• SPACs: Corp Fin Issues Disclosure Guidance for De-SPACs
• Books & Records: Actionable Wrongdoing Not Required for “Proper Purpose”
• Cross-Border: International Issues in Domestic Deals
• Private Equity: PE Funds On the Hunt for Deals in ’21
• More Lessons From the Stream TV Networks Decision
• Busted Deals: Ontario Court’s Take on “Ordinary Course” in a Pandemic
• De-SPACs: Your Shareholders Might “Just Say No”
• Doing Deals Remotely: Long-Form Memos as Collaboration Tools
• DGCL Section 271 Doesn’t Apply to Insolvent Corp.’s Asset Transfer
• Disclosure Claims: Another CEO Ends Up Holding the Bag
• Hostile Takeovers: On the Comeback Trail?
• LBOs: Seller’s Directors on the Hook for Post-Closing Insolvency
• Antitrust: Key Issues in U.S. Tech & Pharma Deals
• Fee Shifting: A New Tool for Books & Records Plaintiffs?
• Busted Deals: Del. Chancery Weighs In on COVID-19 Deal Terminations
• Activism: Perspectives on Proxy Fights
• Post-Closing Adjustments: COVID-19 Issues
• Guest Blog: “The Deal Lawyer’s Weapons in the War on COVID-19”
• Busted Deals: Why Litigate If You’re Just Going to Renegotiate?
• Controllers: Del. Chancery Upholds Stock Issuance Dilution Claims (For Now)
• National Security: U.K. Bill Would Heighten Scrutiny of FDI
• Disclosure: Del. Chancery Leaves CEO Holding the Bag for Alleged Proxy Deficiencies
• Disclosure: When Are Merger Negotiations MNPI?
• Activism: Preparing for What 2021 May Bring
• Simon/Taubman: Revised Deal Reduces Conditionality Along with Price
• D&O Insurance: The Importance of Tail Coverage for Seller’s Directors
• Appraisal: Sound Process Leads to Deal Price Fair Value Determination
• Due Diligence: Best Practices for FCPA & Anti-Bribery Issues
• Post-Closing Adjustment: Seller’s “Unclean Hands” Don’t Excuse Buyer’s Delay
• Antitrust: What Does the FTC Want When It Asks for “All Documents”?
• Controllers: The Facebook Decision’s Lessons for M&A
• Contract Fraud: Del. Chancery Upholds Another M&A-Related Claim
• Activism: Third Quarter Highlights
• The Election’s Impact On M&A: What Do Dealmakers Think?
• Antitrust: How Will the Election Influence Merger Enforcement?
• LVMH/Tiffany: $430MM Price Concession Buys More Certainty
• D&O Insurance: Del. Supreme Court Holds Appraisal Not a “Securities Claim”
• M&A Agreements: Who Holds the Pen?
• Aiding & Abetting: Del. Chancery Dismisses Claims Against Co-Investor
• MAE Clauses & COVID-19: Guidance From Across the Pond
• SPACs: Sponsor Liability Risks
• Acquired Company Financials: A Quick Reference
• National Security: An Overview of the New CFIUS Regime
• M&A Trends: Dealmakers Expect Return to Pre-Pandemic Activity Levels
• Beyond TikTok: Dealing with the Politicization of M&A
• Revlon: Chancery Refuses to Dismiss “Paradigmatic” Complaint
• Private Equity: Loyalty Issues for Designated Directors
• COVID-19 Uncertainties: The Stock-for-Stock Alternative
• Antitrust: Mitigating the Risk of Non-Competes
• Change in Ownership: SBA Guidance on Consent Requirements for PPP Borrowers
• Activism & Hostile Bids: The Vacation’s Over
• M&A Leaks Report: Dealmakers More Chatty in 2019
• M&A Litigation: Contractual Fraud Claims Are the New Black
• Better Days Ahead for Dealmaking?
• Breakup at Tiffany’s Part Deux: The Empire Strikes Back!
• Busted Deals: Specific Performance a Tough Sell in COVID-19 Lawsuits
• National Security: Treasury Tweaks CFIUS Mandatory Declaration Rules
• Del. Court Says Merger is Assignment “By Operation of Law”
• Antitrust: Proposed HSR Change Could Make Activism Stealthier
• Busted Deals: Simon Accuses Taubman of Additional Breach
• Exclusive Forum Bylaws: You Win Some, You Lose Some
• COVID-19 Busted Deals: Fewer Lawsuits Than You Might Think
• Earnouts: Best Practices for Avoiding Disputes in the COVID-19 Era
• SPACs: What’s Behind the Craze?
• Fiduciary Duties: Exculpatory Charter Provision Saves the Day
• Breakup at Tiffany’s? LVMH Looks for an Exit
• Private Equity: 10 Steps for Reducing Sponsors’ Liability Risks at Portfolio Companies
• Antitrust: Overview of Q2 M&A Regulatory Actions
• Conflicts of Interest: Chancery Highlights Limits of Directors’ Abstention Defense
• Antitrust: DOJ Issues Merger Remedies Manual
• Implied Covenant: Buyer’s “Hail Mary” Falls Incomplete
• Venture Capital: Silicon Valley Venture Capital Survey
• Anthem-Cigna: Chancery (Eventually) Says, “You’ll Get Nothing & Like It!”
• PPP Loans: Navigating Lender & SBA Consents in M&A Transactions
• Del. Chancery Refuses to Dismiss Fraud Claims Tied to Breach of Rep
• Assessing The Pandemic’s Impact on M&A Going Forward
• Fiduciary Duties: Post-Announcement Renegotiation of Deal Terms
• Attorney-Client: The Limits of Privilege in Antitrust Merger Review
• National Security: Post-Closing CFIUS Review Unwinds TikTok Deal
• Fee-Shifting: Del. Chancery Upholds “Loser Pays” Contract Term
• Fraud: Del. Chancery Upholds Claims Based on Allegedly False Reps
• R&W Insurance: Do Insurers Pay Claims?
• Antitrust: HSR Second Requests Up in 2019, but Challenges Down
• SPACs: Does Ackman’s SPAC Change the Game?
• National Security: Treasury Publishes 2019 CFIUS Annual Report
• Del. Chancery Dismisses Challenge to M&A Retention Comp
• Private Equity: Portfolio Company Borrowers Driving COVID-19 Defaults
• Antitrust: The FTC Knows If You’ve Been Bad or Good. . .
• Private Equity: COVID-19’s Global Impact
• Books & Records: The Chancery Court Provides a Primer
• Antitakeover: Evaluating Your Defenses
• Due Diligence: Prepared Sellers Stand Out in Buyer’s Market
• SPAC Acquisitions: Key Considerations for Targets
• Del. Chancery Sustains Aiding & Abetting Claim Against Financial Advisor
• Private Equity: PE Grabs Larger Piece of the Small & Mid-Market Pie
• Appraisal: Chancery Applies DCF to Determine Squeeze-Out Fair Value
• Antitrust: FTC Unhappy With Slow Divestitures
• M&A Disclosure: 3rd Cir. Says Proxy “Risk Factors” Require Specifics
• Controllers: Minority Shareholder Negotiations Result in Loss of MFW
• Antitrust: Merger Review During the COVID-19 Crisis
• Private Equity: Sponsors Preparing for Exit Window to Open
• Reasons for Optimism? CFOs Bullish on M&A Prospects
• Appraisal: Del. Supreme Court Upholds “Unaffected Market Price” Valuation
• Activism: Investors Are Willing to Listen to the Pitch
• M&A Litigation in the Covid-19 Era
• Middle Market M&A: The Latest Developments
• M&A Financials: SEC’s New Rules Give Carve-Outs a Break
• Earnouts: Structuring Considerations for the COVID-19 Environment
• M&A “Common Interest” Privilege Doesn’t Cover Commercial Interests
• Antitrust: FTC & DOJ Issue Vertical Merger Guidelines
• Conflicts of Interest: Undisclosed Comp Discussions Rebut BJR
• M&A Disclosure Claims: Somebody Actually Litigated One!
• National Security: CFIUS Prepares to Drop the Hammer
• Fiduciary Duties: Can a Target Aid & Abet a Buyer’s Breach?
• Controllers: Dell Redemption Flunks MFW
• M&A Agreements: Defining “Ordinary Course” in Extraordinary Times
• Shareholder Representative Appointment Provision Limits Discovery
• Busted Deals: Simon/Taubman’s Twist On “Ordinary Course” Claims
• Will CARES Act NOL Breaks Spur M&A Activity?
• Take Privates: An Overview of the Process
• Beyond Earnouts: Bridging Valuation Gaps in the Current Environment
• Activism: What’s a Little Tip-Off Among Friends?
• Revisiting Earnouts During the COVID-19 Era
• Attorney-Client: Who Owns the Privilege in Asset Deals?
• The Long View: The COVID-19 Pandemic’s Influence on M&A
• Del. Chancery Dismisses Claims Based on Anti-Reliance Language
• Due Diligence: Dealing with PPP Borrowers
• Poison Pills: Overview of NOL Rights Plans
• M&A Financials: Working with the New Rules
• Antitrust: Failing Firm Defense? You’ve Got Some Persuading to Do…
• M&A Market: What Deals are Getting Done?
• National Security: Changes Proposed to CFIUS Mandatory Declaration Rules
• Distressed Deals: Bankruptcy Court Ruling Tarnishes “Golden Shares”
• SEC Adopts Overhaul of M&A Financial Info
• A Buyer’s Market: Deal Structure & Risk Sharing in the COVID-19 Era
• Antitrust: FTC Provides Guidance on HSR Filing Fees
• Due Diligence: Getting Your Arms Around COVID-19 Issues
• Busted Deals: Lessons From COVID-19 Litigation
• Private Equity: PE Fund Reputational Worries Shift in the COVID-19 Era
• Distressed M&A: Dealmaking In The New Normal
• National Security: Governments Heighten Scrutiny of FDI
• Entire Fairness: Chancery OKs Strategy to Fund Controller Preferred Redemption
• Study: Private Target Deal Terms
• Deal Terminations: “Things Fall Apart…”
• Controllers: When Does a Minority Holder “Roll” Its Way into Control?
• Venture Capital: What Will COVID-19 Mean for Financing Terms?
• National Security: And Just Like That, CFIUS Has a Filing Fee
• Venture Capital: Finding Your Way Around “Down-Rounds”
• Antitrust: Gun Jumping Issues in a Very Non-Ordinary Course Time
• Poison Pills: Are Companies “Fighting the Last War?”
• National Security: CFIUS Update
• Interim Covenants: It’s Not Always About the MAC Clause
• Big MAC Attack: Sycamore Partners Seeks to Exit L Brands Deal
• Private Equity: Debt Finance Opportunities for Middle-Market Funds
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• Antitrust: FTC Files Post-Deal Challenge to Minority Investment
• Poison Pills: What Do COVID-19 Crisis Rights Plans Look Like?
• Satisfying “Efforts Clauses” in a COVID-19 Environment
• Distressed Deals: “To Chapter 11, or Not to Chapter 11? That is the Question. . .”
• Survey: Middle Market Deal Terms
• COVID-19 MACs: Some Buyers Decide to Take Their Shot
• Activist Profiles & Playbooks
• Rights Plans: ISS Signals That Pills Aren’t So Poisonous in a Pandemic
• Rep & Warranty Insurance: The Impact of the COVID-19 Crisis
• Rep & Warranty Insurance: Aon Releases Study on Claims Experience
• “Let’s Make a Deal Anyway”: Bridging M&A Valuation Gaps
• Cross-Border: EU Looks to Protect Suppliers of Essential Products
• Del. Chancery Says No Turning Back After Buyout Notice
• Debt Restructurings May Trigger CFIUS Review
• Antitrust: HSR Early Terminations Back on the Table
• Proxy Contests: Will COVID-19 Put Them on Ice?
• COVID-19 And M&A: Impact On Public Deals
• Activism: Preparing For The New Environment
• Antitrust: More COVID-19 Implications For Merger Review
• Poison Pills: Has Their Time Come Again?
• COVID-19: Impact On MAC Language
• Cyan Agonistes: Del. Supreme Ct. Upholds Federal Forum Provisions
• Where Are All The Busted Deals?
• COVID-19: Delaware Supreme Court Declares Judicial Emergency
• HSR: No Early Termination Under Temporary FTC Filing Protocols
• Corwin: Delaware Chancery Adds A Pinch Of MFW To The Recipe
• Controllers: Minority Blocking Rights May Confer Control Status
• National Security: Treasury Proposes CFIUS Filing Fee
• Antitrust: Vague Covenants Lead to “Broken Deal” Lawsuits
• What Does a Tight Insurance Market Mean for M&A?
• Frenemies: Xerox’s Not Particularly Hostile Bid for HP
• MFW: Viable Derivative Claim Impairs Committee Independence
• Coronavirus: Will It Be Used As A MAC Trigger?
• Letters of Transmittal: What Do They Look Like 5 Years After Cigna v. Audax?
• Activism: “More M&A in Activism and More Activism in M&A”
• M&A Trends: A Review of the Last Decade
• Antitrust: FTC Ratchets Up Scrutiny of M&A Non-Compete & No-Poach Clauses
• M&A Activism: Working With Activist-Affiliated Directors
• Minority Controllers: Blame Corwin
• Cybersecurity Due Diligence in M&A
• Earnouts: Court Rejects Claim Based on Conduct of Business Covenant
• ESG: The Next Big Thing in M&A?
• Appraisal: Score One for DCF!
• Controllers: The Heat is On in Delaware for Minority Shareholders
• Due Diligence: Mitigating M&A OFAC Risk
• Fiduciary Duties: Del. Chancery Upholds Exercise of “Superior Proposal” Out
• Acquisition Agreements: The “Ordinary Course of Business” Covenant
• Controllers: Chancery Refuses to Dismiss “Control Group” Claim
• FTC Announces New HSR Thresholds
• Appraisal: Chancery Says No Refund on Prepayments
• Private Equity: Funds Headed for the Exits More Quickly in 2019
• Public Deals: Guide to Buying a U.S. Public Company
• Cross-Border: Glass Half Full for U.S – Western Europe Deals
• Game On! Xerox Launches a Proxy Fight for Control of HP Board
• Delaware: Review of 2019’s “Unsung Heroes”
• M&A Negotiation: “Let’s Get Everybody in a Room. . . “
• Antitrust: DOJ & FTC Issue Draft Vertical Merger Guidelines
• National Security: Treasury Adopts Final FIRRMA Regs
• Advance Notice Bylaws: Del. Supreme Court Upholds Strict Bylaw Deadline
• Antitrust: What to Expect in 2020
• Auditor Independence: Proposed Rule Changes are Good News for Dealmakers
• Chancery Court Refuses to Dismiss Duty of Care Claims Against GC
• M&A Disclosure: Fed Ct. Rejects Claims Based on Fairness Opinion Description
• Antitrust: High Tech Means High Scrutiny
• Termination Fees: An Overview of the “Naked No Vote” Fee
• MACs: Even After Akorn, They Still Don’t Come Easy
• M&A Indemnity: Does Your Clause Cover Direct Claims?
• Buyer Dodges Advancement Claim From Former Seller Officer
• Antitakeover: The Shadow Pill Flexes Its Muscle
• The Rise of M&A Tax Liability Insurance
• Attorney-Client: NY Appellate Court Says Seller Retains Privilege
• Antitrust: Regulators Aren’t Just Worried About Your Arch-Rival
• Activism: Give Peace a Chance?
• Private Equity: 1st Cir. Reverses Sun Capital Decision
• Fairness Opinions: Don’t Jump the Gun!
• Private Equity: 2020 Limited Partner Survey
• Termination Fees: Google & Fitbit’s “No Vote Fee”
• Antitrust: FTC Provides Guidance on HSR “Avoidance Devices”
• Hostile Deals: Xerox Gives HP a “Bear Hug”
• D&O: Common Law & Statutory Claims Aren’t Covered “Securities Claims”
• Does Common Institutional Ownership Deter Competing Bids?
• Books & Records: Del. Chancery Says Proxy Fight Not a “Proper Purpose”
• M&A Outlook: Dealmakers Curb Their Enthusiasm
• Antitrust: Regulators Continue Aggressive Merger Review Posture
• Forum Selection Clauses: Make Sure They Say What You Mean
• Cross-Border: They Do Deals Differently in Europe. . .
• Antitrust: FTC Orders 2017 Merger Unwound!
• M&A Arbitrage: Do Arbs Influence the Consideration Mix?
• M&A Outlook: Execs Optimistic About 2020, Despite Economic Jitters
• Purchase Agreements: Beware Undue Reliance on “Catch-Alls”
• “M&A in Aerospace, Defense & Government Services”
• Mootness Fees: Plaintiffs Tell Court “It’s None of Your Business”
• Private Equity: The Long & Winding Road to Winding Down
• Earnouts: “Comprehensive & Explicit” Language Wins the Day for Buyer
• R&W Insurance: Influence on Deal Terms
• M&A Leaks Report: Less Gabby Trend Continued in 2018
• Shareholders v. Stakeholders: When A Controller Is In The Mix
• Del. Chancery Says Disclosure of Potential Call Right Exercise Raises Contract Issues
• Spin-Offs: IPOs With Points for the Degree of Difficulty
• Reverse Mergers: Talk About a Corporate Makeover!
• Shareholder Activism: Meet the “Reluctivists”
• Private Equity: Fund Tagged for Portfolio Company False Claims Issue
• Controllers: Del. Chancery Rejects Stock Offering Dilution Claims
• Private Equity: Obstacles & Opportunities for Retail Investors
• Antitrust: FTC Offers Guidance on Non-Solicits & Non-Competes
• Something’s Happening Here: Caremark Bites Another Board
• Termination Fees: Should Sellers Push for PE Buyers’ “Clean Break”?
• Mootness Fees: Delaware Federal Court Says “No” & Looks to Trulia
• M&A Tax: Treasury Report Says IRS Lacks M&A Compliance Strategy
• Antitrust: FTC Conditions Merger Clearance on Non-Compete Termination
• Cross-Border: Managing the Risks of Deals in Challenging Jurisdictions
• M&A Tax: IRS Proposes to Limit Use of NOLs for Built-In Gains
• M&A Litigation: Feds Still Preferred Venue, But States Gain Ground
• National Security: Proposed Regs Would Significantly Expand CFIUS Jurisdiction
• Antitrust: DOJ Meets ADR. . .
• No-Shops: Del. Chancery Says Termination Fee Not Sole Remedy for Breach
• M&A Announcements: Unrelated Good News May Signal a Bad Deal
• M&A Finance: How to Play the “Accordion”
• Conflicts of Interest: 4th Cir. Says Undisclosed CEO Comp Discussions Potentially Material
• NDAs: An Overview of Key Issues
• The Trouble With Earnouts
• Antitrust: Activist Investor Gets Caught in HSR Net
• Post-Closing: Buyers Must File New EEO-1 Info for Acquired Companies
• Delaware Case Highlights Risks of Executing Counterpart Sig Pages
• D&O Insurance: Duty to Defend “Securities Claims” Includes Appraisal
• Money Ball: Using Advanced Analytics in M&A
• Appraisal Rights: VC Glasscock Expands On Prior Ruling Allowing Waivers
• Advance Notice: Del. Chancery Upholds Bylaw & Torpedoes Activist Slate
• Antitrust: State AGs Want Scrutiny of M&A’s Labor Market Impact
• Antitrust: Interlocking Directors in M&A
• Joint Ventures: Practice Pointers (Part II)
• Conflicts of Interest: Undisclosed CEO Comp Discussions Don’t Rebut BJR
• The Art of the Buzzkill: Pessimistic CFOs Make for Winning M&A
• Indemnification: Chancery Says Buyer’s Notice of Claim Was Sufficient
• Books & Records: No Presumption of Confidentiality for DGCL Section 220 Productions
• M&A Tax: Post-Reform Uncertainties Create Challenges for Dealmakers
• Antitrust: Tech Tops Target List for 2019 Merger Investigations
• Activism: 1st Half of 2019 Highlights
• NDAs: 6th Cir. Says No Breach in Parent’s Use of Confidential Information
• Private Equity: Other People’s Money? Not So Much These Days. . .
• Public M&A: Does Your Deal Trigger an 8-K Filing?
• Practice Makes Perfect? Study Says Repeat Buyers Post Better Returns
• M&A Cybersecurity Diligence Lapses Result in £99 Million GDPR Fine
• Appraisal: “It’s Alive!” Unaffected Market Price Makes a Comeback
• Antitrust: European Commission Imposes €28mm Gun Jumping Fine
• Private Equity: General Solicitation Under Rule 506(c)
• M&A Forum Clause: “Privity? We Don’t Need No Stinkin’ Privity!”
• Synergy Disclosure: Headed for Your M&A Pro Formas?
• Private Equity: Subscription Credit Facilities
• How to Handle Hostile Attacks
• Joint Ventures: Practice Pointers
• Reverse Mergers: “SPACs – The Final Frontier”
• Does Revlon Matter? It Does in Delaware, But Elsewhere Not So Much
• Universal Proxies: Dissidents Win Board Control for First Time!
• Antitrust: FTC Provides Guidance on Divestitures
• M&A Fans Bid Strine Adieu
• Delaware Weighs In On Shareholders As 3rd Party Beneficiaries
• Advance Notice Bylaws: Chancery Rebuffs Board’s Info Request to Nominee
• Asset Deals: “All or Substantially All of the Assets”
• Not So Efficient Breach: Consent Right Breach Carries $126mm Price Tag
• Antitrust: Vertical Mergers Under the Microscope?
• Distressed M&A: A Comprehensive Outline of Acquisition Strategies
• Fraudulent Transfers: SDNY Revives 546(e) Bankruptcy Safe Harbor
• SEC Proposes Overhaul of Rules on Financial Info for M&A
• Antitrust: Longer Investigations & Smaller Reverse Break Fees
• Private Equity: Navigating the Challenge of Buying a Family Business
• Antitrust: Can You Help Yourself With “Self Help” Remedies?
• Spin-Offs: IRS Eases “Active Trade or Business” Requirements
• Due Diligence: Preserving Insurance Assets
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• Earnouts: No Duty to Maximize Contingent Consideration
• Controlling Shareholders: The Latest Developments
• Earnouts: Nuts & Bolts
• Q&A Discussion Forum For DealLawyers.com
• More Than a Grain of SALT: State & Local Tax Issues in M&A
• Appraisal: Delaware Supreme Court Gets Mixed Reviews for Aruba
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• New York Judge Transfers Venue in Section 16(b) Action to California
• Compliance Date Reminders
• Dueling Plaintiffs File Separate 16(b) Complaints
• Section 16 Rule Changes
• SEC Calendars Section 16 Rule Changes for December 14
• Staff Interpretation Addresses Disaggregation Analysis
• Court Denies Motion to Reconsider Ruling that Warrant Amendments Resulted in New Purchase
• There Are Limits on Extrinsic Documents a Court Will Consider in Ruling on Motion to Dismiss
• Insider May Not Conduct Discovery Into Plaintiff’s Attorney’s ‘Business Model’ to Establish that Plaintiff Had ‘Unclean Hands’
• Court Declines to Dismiss Complaint Alleging that Insider’s Reacquisitions of Stock from GRATs Were Purchases
• Acquisition of Stock in Merger Exempt Under Unorthodox Transaction Exception
• Acquisition of 13(d) Beneficial Ownership Occurs on Trade Date
• Increasing the Cap in a Blocker Provision as Cancellation and Regrant
• Ninth Circuit Affirms that Rule 16b-3’s Board Approval Exemption Does Not Require Unanimous Vote
• Family Trust May be a Director by Deputization
• District Court Affirms ‘Lowest Price In, Highest Price Out’ Profit Calculation
• Proposed Amendments to 13(d) Rules Increase Risk of Inadvertent Ten Percent Ownership
• Court Holds that Stock Convertible on One-for-One Basis Does Not Have a Fixed Price
• SEC Proposes to Add Trading Plan Checkboxes to Forms 4 and 5 and Accelerate Reporting of Gifts
• EDGAR Updates Coming Next Week: Make Sure Your Filing Software is Up to Date
• Insider’s Decisive Vote in Favor of Merger May Impact Unorthodox Transaction Exception
• SEC Exempts PG&E Fire Victims Trust from Section 16
• Court Reaffirms that Increase in Exercise Price of Repo Agreement not a Purchase
• Judge Holds That Board’s Failure to Designate Terminated Employee as Section 16 Officer is Not Conclusive
• Disgorgement of Profits from Rule 10b5-1 Sales?
• Ten Percent Owners Beware — You May Still “Beneficially Own” Shares You Sold
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• Court Denies Plaintiffs’ Motion to Reconsider Dismissal of Claim for Attorneys’ Fees
• Conditional Exercise of In-the-Money Option is Exempt Whether or Not Option is Still In-the-Money When Condition is Satisfied
• District Judge Enters Judgment for Plaintiff in Microbot 16(b) Action
• Judge Considers Referring Insider to SEC for Potentially False Information in Form 4
• Rule 16b-3’s Board Approval Exemption Does Not Require the Affirmative Vote of Every Director
• District Court Upholds Private Settlement of 16(b) Claim
• Stock Sold in Bundled Asset Sale Deemed Sold at Market Price
• Issuer’s “Fraud” Inducing Insider to Trade is not a Defense to 16(b) Liability
• Magistrate Judge Upholds Private Settlement Challenged by Latecomer Plaintiff
• Proposed Amendments to Form 4 and Form 5
• Number of Section 16(a) Filings Continues to Decline
• Second Circuit Remands Packer v. Raging Capital
• Complaint Dismissed as Moot After Issuer Files 8-K Disclosing Recovery of Profit
• Amendment of Derivative Security May (or May Not) Constitute a Purchase and Sale
• A Costly Escape from a Reporting Error
• Satisfaction of Condition to Exercise of Derivative Security Is Not a “Purchase”
• State Court Declines to Dismiss Complaint Alleging Legal Malpractice in Giving Section 16 (and Other) Advice
• Purchase Rescinded 604 Days Later Remains Subject to Section 16(b)
• Battle Lines Forming in Plaintiffs’ Attorneys’ Fee Fight
• District Court Says “Busted Trade” Isn’t Subject to Section 16(b)
• Investment Adviser’s Deputization of Director Does Not Make Adviser’s Clients Directors by Deputization
• Second Circuit Holds that Investor’s Delegation of Investment Discretion to Investment Adviser Does Not Create a 13(d) Group
• Gloves Off in Plaintiffs’ Attorneys’ Fee Dispute
• Compliance with Amended Item 405
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• Investment Fund is 10% Owner Despite Delegation of Voting and Investment Power to Affiliated Adviser
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• Is a Board Observer a Section 16 “Director”?
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• New Name, Slightly New Look, Same Quality Products!
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• Tips: Form 5 Filing Requirements & Proxy Statement Obligations
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• Agreement to Give Investment Adviser Control Over Managed Account Does Not Create a Group
• Ninth Circuit Affirms Exemption for Conversion of Convertible Note
• SEC Streamlines Item 405 Disclosure and Due Diligence Requirements
• Delegation of Investment Discretion to Investment Adviser Does Not Create 13(d) Group with Adviser or its Other Advisees
• Tenth Circuit Affirms Dismissal of Challenge to Tax Withholding Exemption
• Sixth Circuit Affirms Dismissal of Pro Se Complaint in Tax Withholding Case
• Second Circuit Holds that Issuer May be Substituted as Plaintiff in Pending 16(b) Action Following Acquisition of Issuer in Cash Merger
• Challenge to Rule 16b-3(e) Exemption Dismissed as Time-Barred
• Second Circuit Agrees that Investment Fund Ceased to be Ten Percent Owner Before Call Option Expired
• Shareholder Group Finds Counsel to Pursue Tax Withholding Claims
• Form 3, Form 4 and Form 5 Model Form 16: Joint and Group Reporting
• Form 3, Form 4 and Form 5 Model Form 19: Amending a Report
• Form 4 and Form 5 Model Form 75: Estates, Inheritances, and Bequests
• Form 4 and Form 5 Model Form 133: Grant of Performance Rights (or Performance Shares)
• Form 4 and Form 5 Model Form 150: Rollover of Company Stock from 401(k) Plan to IRA
• Q&A Discussion Forum For Romeo and Dye’s Section16.net
• Romeo & Dye’s Section 16 Forms & Filings Handbook
• Year-End Compliance Reminders
• Form 4 and Form 5 Model Form 168: Purchases, Sales, and Conversions of Convertible Securities
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• Comp Committees: 2023 Priorities
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• Director Compensation: Tips for Regular Reviews
• Compensation Actually Paid: Study’s Approach Shows ‘What Could Have Been’
• 2023 Proxies: Don’t Forget ‘Say-on-Frequency’!
• Glass Lewis ’23 Voting Policies: More Emphasis on Making LTIs Performance-Based … But Pay-for-Performance Methodology Not Changing
• Peer Groups: ISS Window Opens Next Week
• Pay vs. Performance: The ‘Smaller Reporting’ Lens
• ESG Metrics Continue To Be Industry & Business-Specific
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• Do CEOs Care About Income Inequality?
• Pay vs. Performance: Valuations of Relative-TSR Awards May Surprise You
• Pay Equity: NYC Pay Transparency Law Effective Today
• SEC’s Final Dodd-Frank Clawback Rules: ‘13 Reasons Why’ You’ll Love to Hate ‘Em
• Severance Policy Proposals: Unintended Consequences Could Hurt Shareholders
• Pay vs. Performance: Will Voluntary Graphs Disappear?
• Equity Plans: Two ISS Scorecard Pillars, Explained
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• Pay vs. Performance: Big Picture Impact
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• Climate Metrics: One Proponent’s ‘Wish List’
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• Clawbacks: First-Ever DOJ-Wide Policy Reinforces Role in Compliance
• Clawbacks: Are You Ready for New Rules?
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• The ‘Other’ Elon Musk Litigation: Compensation for ‘Full-Time’ Services
• Pay Equity: Pending California Law Will Require State-Level Pay Data Reporting
• CEO Succession: Compensation Questions to Ask at Each Stage
• Norges’ HCM Expectations: Do It Your Way, But Know It’s Not Just About You
• Setting CEO Pay: Rare Court Challenge Could Test Business Judgment Rule
• Take Note: SEC Enforcement Gets Another SOX 304 Clawback
• Say-on-Pay & Equity Plans: Insights From ’22 Meetings
• Director Compensation: Court Strikes Down Broad Settlement Release
• Glass Lewis: Common Concerns for Say-on-Pay & Equity Plans
• Equity Awards: Delaware Updates Delegation Framework
• Clawbacks: They’re Complicated
• High Pay Ratio Correlates With Strong Corporate Performance?
• Human Capital: FASB Considers ‘Labor Costs’ Line Item on Income Statement
• Preparing for Severance Policy Proposals: Consider Policies That Limit Cash Severance
• Human Capital: Call for Line-Item Financial Disclosures
• Advantages of Formalizing Retirement Equity Award Provisions
• Tips for Life Sciences Companies Leveraging Equity Compensation with Physician Advisors
• Severance Agreement-Related Shareholder Proposals Fared Well in 2022
• How CEO Pay Decisions Affect Director Support
• Another US Company Links Incentives to Climate Progress
• Say-on-Pay Laws Tied to Positive ESG Performance
• Early Compensation-Related Returns from the ’22 Proxy Season
• Monro’s Post-Employment Compensation Disclosure
• Athersys’ Annual Bonus Plan Disclosure
• The ‘Elon Effect’: 9-Figure CEO Pay Packages Becoming More Common
• CHRO Guide to the Expanded Role of the Compensation Committee
• ISS Window Opens July 5th for Off-Season Peer Groups
• Practical Tips on Strategic Recruiting & Retention of Executive Talent
• Common Pitfalls When Using DEI Metrics
• Retention as Primary Factor Driving Base Salary Increases
• China Instructs Banks to Rein in Pay
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• DXC Technology’s Director Compensation Disclosure
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• Core & Main’s Clawback Policy
• Watch Your Plan Limits: Chancery Allows Novel Fiduciary Duty Claim to Advance
• ESG Incentives: Current Data Doesn’t Show Improper Executive Benefit
• Special Awards: SOC Has ‘Near-Zero’ Tolerance
• JBT’s Disclosure as to How It Identified Its Most Important ESG Issues
• ESG Disclosures Continue to Proliferate
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• Widening Spread Between Average Say-On-Pay Vote Results in S&P 500, Russell 3000 Indices
• CEO/CFO Pay Ratio: Unchanged Since 2012!
• Skadden’s Updated ‘Compensation Committee Handbook’
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• Latest Say-on-Pay Stats: Low SOP Failure Rate & No Equity Plan Failures
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• Acknowledging Veterans’ Unique Perspectives: Disclosures on the Rise
• SEC Announces Fiscal 2022 Enforcement Results
• Winter is Coming: Crypto Fallout
• Rule 10b5-1 Plans: SEC & DOJ Hunting for Suspicious Trades
• Rule 15c2-11 Relief: Time’s Almost Up for Private Rule 144A Issuers
• Stockholders v. Shareholders: What’s in a Name?
• SEC Enforcement: Federal Judge Slams SEC Gag Orders
• Proxy Voting: SEC Adopts Rules to Enhance Transparency of Fund Votes
• Crypto, DAOs & DeFi: Why They’re Relevant to ‘The Rest of Us’
• SEC Adopts the Dodd-Frank Era Clawback Rules
• The Compliance Crunch: Is Your Budget Ready?
• SEC Rulemaking: Chair Gensler’s Agenda Keeping Staff Busy
• Antitrust: DOJ Gets 7 ‘Interlocking Directors’ to Resign
• Corporate Culture: Prepare for Your Auditor’s Scrutiny
• Earnings Guidance as a Reg FD Tool
• Political Spending: Policies in the Spotlight (Including for Smaller Companies)
• Meta Lawsuit: Fiduciary Duties to Diversified Portfolios?
• Corporate Governance: The Illusion of Best Practices
• ‘Veni, Vidi, Vinco Ventures!’ Man Walks into the Wrong Courtroom, Walks Out as Public Company CEO
• Tech Glitch Prompts SEC to Reopen Comments on 11 Rulemaking Proposals
• Something I Still Can’t Get Over: Testing the Waters
• PCAOB Staff Solicits Comment on Interim Attestation Standards
• FinCEN Adopts Final Rule on Beneficial Ownership Reporting
• Over-Issues: A Cautionary Tale
• Enforcement: SEC Finds a Couple of 10b5-1 Plan Poster Children
• White Collar: DOJ Revises Corporate Criminal Enforcement Policies
• Climate Disclosure: Litigation Risks & Challenges
• Gensler Testifies Before Senate Banking Committee
• Getting Your Compliance Right
• Civil Rights Audits: Coming to a Company Near You?
• JOBS Act Inflation Adjustments Finally Arrive!
• Non-Audit Services: EY Partners to Vote on Breakup
• Board Refreshment: Individual Director Evals Becoming More Common
• SPACs: Still Looking Bleak
• Corp Fin Comments: Staff Assessing ‘Board Leadership’ Disclosures
• BlackRock Doesn’t Want to Police GHG Disclosures
• Buybacks: The Excise Tax & ASR Programs
• Cybersecurity: Assessing Cyberattack Materiality
• Officer Exculpation: Sample Proxy Disclosure & Amendment Language
• Whistleblowers: SEC Amends Whistleblower Rules
• Late Summer Surprise: SEC Adopts Pay Versus Performance Disclosure Requirement
• Looking Forward: The SEC’s Strategic Plan
• Exculpation for Officers in Delaware: What’s Next?
• Corporate Governance Education: The Key to Orderly Markets?
• ICOs: SEC Charges Crypto Company with Section 5 Violations
• Shareholder Proposals: SEC Investigating Whether Funds Are Greenwashing Proxy Votes
• Earnings Calls: Prepare for ESG Q&A
• Multiple Audit Firms: New PCAOB Requirements Increase Lead Auditor’s Responsibility
• Meme Stock Madness: Using EDGAR Codes as a Hostile Takeover Strategy?
• Delaware Chancery Court Enjoins Annual Meeting
• 2nd Circuit Limits Reach of Dodd-Frank Whistleblower Incentives
• Buybacks: Summary of the New Excise Tax on Corporate Stock Repurchases
• Corp Fin Continues to Press for Disclosure on the War in Ukraine
• Big Week in Delaware: Changes to the DGCL Go Into Effect
• Declassifying the Board: Is the Timing Right?
• SEC Re-proposes Amendments to Proprietary Trading Rule
• Direct Listings: SEC Appears Lukewarm on NYSE’s Proposed Pricing Flexibility
• WorldCom: Lessons for Lawyers, 20 Years On
• Proxy Voting: BlackRock Gave Companies a Passing Grade
• Insider Trading: SEC Brings First-Ever Crypto Case, Says 9 Tokens Are ‘Securities’
• 10b-5 Liability: 2nd Circuit Says ‘Scheme’ Requires ‘Something Extra’
• Climate Disclosure: Will West Virginia v. EPA Put the Kibosh on SEC Rules?
• Audit Committees: Addressing ESG Fraud Risk
• Reg A+ Offerings: ‘Could I Interest You in Everything All of the Time?’
• SEC Enforcement: 5th Circuit Says ‘Gag Order’ Did Not Void Settlement
• Board Diversity: Progress on Racial & Ethnic Diversity?
• SEC Adopts Amendments to Proxy Voting Advice Rules
• Financial Stability Board Announces Crypto Regulation Efforts
• A Focus on Authority: The End of Chevron Deference?
• SEC Enforcement: SEC v. Mark Cuban Redux?
• Confidence in ‘Big Business’ Hits 43-Year Low
• Cybersecurity: FBI & MI5 Warn of Huge China-Based Threats
• How to Read Your 10-K Like an Investor
• #MeToo: Scapegoats Won’t Solve the Problem (They Might Make It Worse)
• SEC Enforcement: EY Sanctioned for Role in CPA Exam Cheating Scandal
• Rule 10b5-1: WSJ Says Insiders Gain Outsized Profit for Sales Soon After Plan Adoption
• Clawbacks: SEC Ponders Expanding Proposed Rule to Cover ‘Little R’ Restatements
• Rule 144 Amendments: Will Form 144 Become the General Counsel’s Problem?
• SEC Enforcement: ‘Accountants-at-Law’?
• Reg Flex Agenda Hints at Timing of SEC Action on Rule Proposals
• Financial Reporting: Out-of-Period Adjustments Hit New Low
• SEC’s Climate Disclosure Proposals: Expand Attestation to Scope 3 Emissions Data?
• SEC Enforcement: SCOTUS Denies Cert in Case Challenging SEC ‘Gag Orders’
• SEC Request for Comment: Should Index Providers Be Regulated as Investment Advisers?
• Human Capital: Practical Ways for Boards to Understand ‘Worker Voice’
• ‘Pass-Through’ Voting: BlackRock Has Big Ambitions
• Say-on-Climate: Voting Results Don’t Tell the Whole Story
• SEC Chair Gensler on Market Structure
• SEC Acting Chief Accountant Issues Statement on Auditor Independence
• Glossy Annual Reports to Appear on EDGAR!
• SEC to Require Electronic Filing of Form 144
• Outside Directorships for Non-CEOs: Best Practices
• SEC’s Cybersecurity Proposal: Issues for Boards
• Risky Business? SEC Launches Game Show-Themed PSAs
• Restatements Soared in 2021 — And It’s All On SPACs!
• Non-Audit Services: EY Considers a Breakup
• Human Capital: Lawmakers Push SEC to Require Expansive Standardized Data
• Climate Change Comments: The CII’s 38-Page Letter
• ESG Fraud Hits Interviews in Banking, the NFL
• One More Anniversary: The Sarbanes-Oxley Act!
• SEC Chair Requests More Resources
• California Board Gender Diversity Law Ruled Unconstitutional
• Climate Change Proposal: The SEC’s Authority in the Spotlight
• Privilege: Shielding Information from Your Directors?
• SEC Climate Change Proposal: Small Business Weighs In
• Climate Change Proposal: SEC Extends Comment Period
• Enforcement: SEC Announces Crypto-Related MD&A Proceeding
• SEC’s Rule 10b5-1 Proposal: Departure From Insider Trading Law?
• Rule 10b5-1 Plans: Shareholder Vote Makes a Statement
• What Musk’s Twitter Deal Means for Stakeholder Capitalism
• SPACs: Exchanges Could Also Make Life Difficult
• SEC Climate Change Release: Will More Time Help?
• Cybersecurity Oversight: Batten Down the Hatches
• War in Ukraine: Asking for the SEC’s Help
• Chair Gensler and the Bond Market
• Time to Prepare for Climate Change Rules?
• What to Do with the COVID-19 Risk Factor?
• Proposed 2022 DGCL Amendments Include Officer Exculpation
• Form 10-Q: Reminders for the 1st Quarter of 2022
• Regulation FD: Responding to a Potential Problem
• SPACs: Commissioner Peirce Calls Out Failure to Grant Acceleration Request
• Staff Comments: Russia’s Invasion of Ukraine
• Artificial Intelligence: The Next Corporate Governance Frontier
• SEC Climate Change Proposal: Critics in Congress
• Another Control Deficiency for the SEC
• Getting Your Annual Letter to Shareholders Right
• Crypto: SAB No. 121 Addresses Accounting for Safeguarded Digital Assets
• Buybacks: Considerations for Volatile Times
• Climate Change Proposal: What Will the Legal Challenges Look Like?
• Ukraine Crisis: Guide to Cutting Business Ties with Russia
• BlackRock’s Letter to Shareholders: Global Crisis No Match For Capitalism
• Third Time’s the Charm? SEC Reproposes Removing Credit-Rating References from Reg M
• SEC Investigating Non-Audit Services
• The SEC’s Climate Disclosure Proposal is Here
• A Pandemic Milestone: What Have We Learned?
• SEC Trading and Markets Staff Issue Statement on Market Volatility
• War in Ukraine: Key Accounting and Financial Reporting Challenges
• Cybersecurity: SEC Proposes Cyber Disclosure Rules
• SEC Enforcement: Accounting Actions Declined in 2021
• Financial Reporting: Going Concern Qualifications Hit a Record Low in 2020
• Securities Lawyers’ Survey: Who Holds the Pen?
• Lawsuit Shows Importance of Social Media Controls
• BlackRock’s 2022 Engagement Priorities: Director Accountability For Long-Term Value
• SEC Proposes Monthly Disclosures About “Big Shorts”
• Warren Buffett Strikes a “Corporate Citizenship” Tone
• The Conflict in Ukraine: More Disclosure Considerations
• Conflict in Europe: Considerations for Public Companies
• Regulation by Enforcement: BlockFi Flips the Script
• Board Diversity: What About People with Disabilities?
• Crypto: If You Give a Mouse a Bitcoin…
• Universal Proxy: Language for this Year’s Proxy Statement
• Section 13(d) Reform: SEC Proposal Has Arrived!
• Rule 10b5-1: The Limits of an Affirmative Defense
• Settling Trades: SEC Proposes “T+1”
• Moralized Corporate Governance: How Codes of Ethics Are Changing
• Climate Disclosures: Changes in Response to Staff Comments
• Delaware to Allow Use of Captives for D&O Insurance
• Political Spending Oversight: Five “Best Practices”
• PRI’s Responsible Political Engagement Guidance
• The PCAOB Establishes Two Advisory Groups
• SEC Staff Report on Credit Rating Agencies Addresses ESG Risks
• NYSE Proposes Listing Standard for Rights
• P4P Proposal: SEC Reopens Comment Period
• Exclusive Forum Bylaws: 7th Cir. Says Companies Can’t Use Bylaws to Dodge 14(a) Claims
• Insider Trading: SEC Prevails on Novel “Shadow Trading” Theory
• Cybersecurity: SEC Chair Gensler Eyes New Disclosure Requirements
• Non-GAAP: Want to Back Out Bitcoin? Staff Says “Fuggedaboutit”
• NYSE: Annual Compliance Reminders
• Hybrid Shareholder Meetings: Here to Stay?
• BlackRock Threads the Needle: Takeaways for Companies
• Vanguard’s ’22 Voting Policies: Overboarding, Board Diversity & More
• Time to Review Your Insider Trading Policy?
• State Street Announces 2022 Priorities
• SEC Climate Change Comment Letters: Where Do They Stand?
• SEC Comment Periods Draw More Attention: Two Politicians Weigh In
• More Federal Register Delays?
• Crypto: Corporate Finance for Art’s Sake?
• Corporate Transparency: FinCEN Proposes Beneficial Ownership Information Reporting Regs
• Board Diversity: Boom Times for Director Candidate Training Programs
• IPOs: 2021 Was a Banner Year — But What Does 2022 Have in Store?
• Restatements Hit 20-Year Low in 2020
• SEC Notches Biggest SPAC Settlement Yet: $125 Million!
• NYSE Proposes Offering More “Freebies” to Listed Co’s
• Retail ESG Activism: There’s an App For That
• Corp Fin Publishes Sample Letter to China-Based Companies
• Rule 10b5-1: SEC Proposes Amendments to Conditions and Disclosure Requirements
• DOJ Launches Investigation of Short Sellers
• Shareholder Proposals: Corp Fin Returns to Written Responses to No-Action Requests
• Restatements: “Little r” Determinations Draw Staff Attention
• Revenue Manipulation: You Can’t Choose Your Numbers In Advance
• Global Investors Launched a “Corporate ESG Data” Library
• ISS Issues 2022 Policy Updates
• Investors Pressure ISS to Adopt Stricter Climate Voting Policies
• SEC Adopts Final Rules under the Holding Foreign Companies Accountable Act
• SEC’s Chief Accountant Recaps Activities & Priorities: What a Year!
• Proxy Contests: SEC Mandates Universal Proxy Cards!
• Glass Lewis: New 2022 Policy Updates Cover Board Diversity & Post-SPAC Governance
• UK Investors Warn Auditors of “Against” Votes If They Don’t Integrate Climate Risks in Financials
• Survey Results: Insider Trading – COVID-19 Adjustments
• SEC Seeks to Halt 1934 Act Registration of Tokens
• Climate Change Comment Letters: Round Two
• SEC Appoints New PCAOB Board Members
• Electronic Filing Proposal: The SEC Wants Your Glossy Annual Report Again…
• ISS Seeks Comments on Benchmark Voting Policy Changes
• Shareholder Proposals: New Staff Legal Bulletin a Game Changer for ESG-Related Proposals?
• Annual Reporting: Don’t Read New MD&A Rules in a Vacuum
• Messin’ With Asset Managers: BlackRock Prankster Hits Vanguard
• White Collar: DOJ Announces Corporate Criminal Enforcement Policy Changes
• Auditor Independence: Stay Vigilant
• Board Composition: New Directors Are More Diverse, But Turnover Still Rare
• How BlackRock’s Client-Directed Voting Could Benefit Activists
• Ransomware: Board Guide for Whether to Pay
• Cybersecurity Awareness Month: Is Your Cybersecurity Disclosure in Good Shape?
• PCAOB’s Inspection Observations: What Audit Committees Should Know
• The Drama Never Ends: NAM Sues SEC on Proxy Advice Rules
• Beefing Up the SEC: House Committee Considers Budget Boost
• Meme Stocks: These Aren’t the Droids You Are Looking For
• SEC Reopens Comment Period on Clawback Rule Proposal
• BlackRock’s Voting Change: Not Such a Big Deal?
• Filing Fees: SEC Adopts Rules Modernizing Fee Payment Process
• Risk Oversight: Caremark and COVID-19 Mandates
• Big News: BlackRock Gives Institutional Investors More Say in Voting
• D&O Questionnaires: Exchange-Related Updates
• It’s Not Just You: Proxy Season Is Getting Harder
• NYSE Makes Juneteenth a New Market Holiday
• ISS Policy Survey Results: Investors Divided on Racial Equity Audits, But United on Problematic “Virtual Meeting” Practices
• Is it Time for a Disclosure Committee Tune-Up?
• Say-on-Climate: Could it be Say-on-Pay All Over Again?
• Our Congress at Work: The Mind Your Own Business Act
• Shutdown Showdown: Preparing for an SEC Shutdown
• Is Three Months Enough Time to Achieve Rule 15c2-11 Compliance?
• Enforcement: SEC Investigates Human Capital Disclosures
• Climate Change: Corp Fin Gives a Heads Up on Potential Comments
• ESG: The Mega Asset Managers Crack the Whip
• Direct Listings: Ninth Circuit Says Purchasers May Bring Section 11 Claims
• IPOs: “ESG” is the Magic Word for Better Pricing
• SEC Whistleblowers: New $110 Million Award Pushes Total Payouts Over $1 Billion
• Workers on Boards: Time to Reimagine the Role of “Labor Investors”?
• Risk Oversight In the Era of “Easier” Caremark Claims
• SEC Staff Wants a Closer Look at “Crypto Banking”
• Falling Off the Rule 15c2-11 Cliff
• A Framework for the Sustainable IPO
• SEC Enforcement Settles “Expense Management” Investigation
• “The Trouble With Tribbles”: The Potential Downside of the Rise of Retail
• Enforcement: Financial Reporting and Auditing Cases
• SPAC Disclosures: The IAC Has a Subcommittee For Those Too…
• IPOs: 2021 Tech and Life Sciences Report
• Flash Numbers: Staff Comment Objects to Disclaimer
• Insider Trading: Panuwat Case Will Test Whether “Shadow Trading” Is Legal
• BRT’s “Stakeholder Capitalism” Turns Two: What’s Changed?
• NYSE Amends Its “Related Party Transaction” Rule… Again
• PSTH Lawsuit: “SPACmageddon” or Something Less?
• Ransomware: More Than One-Third of Organizations Worldwide Were Attacked In The Last Year
• Diversity: Boards & the “Lavender Ceiling”
• Retail Investor Q&A: Coming Soon to an Earnings Call Near You?
• Insider Trading: Misappropriation Case!
• Hypothetical Cyber Risks: SEC Enforcement Gives a Million Dollar Reminder
• Human Capital Disclosures: Responses to Corp Fin Comments
• Board Governance: Nominating & Governance Committee Priorities
• Whistleblower Hoax: Mystery Solved?
• Shareholder Proposals: Benefit Corp. Conversions
• SPACs: Use of 10-K/As for Initial “Bad News” Disclosure
• Board Diversity: SEC Okays Nasdaq Diversity Listing Standard
• Has the Risk Factors Section Become Shorter?
• More SEC Tea Leaves: Clues on Climate Risk Disclosure
• A Crypto Power Grab?
• SEC Chair Announces More Disclosure for China-based Companies
• The Whistleblower Imposters: Nothing to Celebrate
• Survey Results: Human Capital Management & Metrics
• Private Placements: Broker Fined for “General Solicitation”
• Record-Setting IPO Activity: Turning My Frown Upside Down!
• Proxy Advisors: Do Their Clients Cast Informed Votes?
• Climate Change Disclosure: State AGs on the Prowl
• BlackRock’s Support for Shareholder Proposals Doubles
• IPOs: So, Homeless Public Companies Are a Thing Now?
• Climate Change: Lots of Corporate “Hot Air”?
• Cybersecurity: Preparing for an SEC Rule Proposal
• Risk Factors: Updating For This Quarter’s 10-Q
• Meme Stocks: AMC Apes Say “No” to More Stock for Their Silverback
• Crowdfunding: A Compliance Disaster?
• As State Privacy Laws Multiply, Outline of 10 Key Differences
• Enforcement: SEC Casts a Wide Net in Landmark SPAC Proceeding
• Tension in Company Audit Process Could Get More Pronounced
• Proxy Advisory Firms’ Assessment: Meets “Best Practices,” Although There Are Areas For Improvement
• Plan Ahead and Revisit ISS Research Report for Board Diversity Commentary
• Whistleblower Hoax: Heads Up! New Fake Emails Making the Rounds
• Risk Management: Dealing with “Social Risk”
• ESG: Enhancing Your Disclosure Controls & Procedures
• Hypothetical Risk Factors: Beware the 10-Q Updating Requirement!
• SEC’s SolarWinds FAQs: “Zix Mail? Yeah, That Was Us… “
• Record-Setting Whistleblower Run: How Companies Can Prepare
• Rule 10b5-1: Short “Cooling Off” Periods Draw More Heat
• Securities Fraud: SCOTUS Makes Class Certifications a Little Tougher
• Fake SEC Filings Take Pump and Dump to Next Level
• SolarWinds Cyberattack: SEC Enforcement Contacting Affected Companies… With a Tight Deadline
• ESG and Tax Haven Disclosure: House Passes a Weird Bill
• Do Sunny Days Lead to Rosy Earnings Forecasts?
• Audit Committee Chair Succession and Financial Reporting Risk
• SEC Settles Charges for Inadequate Cybersecurity Disclosure Controls
• Rule 14a-8 CRA Resolution Expires — But More Proposed Rules Forthcoming?
• Whistleblower Hoax Hitting Ethics Inboxes! How To “Fact Check” Complaints
• ESG: Is the SEC the Right Place for a Disclosure Mandate?
• Dual-Class IPOs: U.K. Institutions Can Say “No” — Why Can’t U.S. Institutions?
• Financial Reporting: A Path Forward Emerges for SPAC Warrants
• Sustainable Finance: Green Bonds Shine — But It’s Not Easy Being Green
• Board Gender Diversity: Russell 3000 Halfway to Parity
• Comments on Mandatory Climate Disclosure: TCFD and SASB Get a Nod
• Proxy Advisors: SEC Won’t Enforce Last Year’s Rules, Pending Possible Reversal
• COVID-19-Related Securities Actions: Plaintiffs Begin Bumping Up Against PSLRA Hurdle
• Glass Lewis Recommends Ouster of Female Board Chair Due to Board’s Gender Imbalance, Huh?
• Rule 10b5-1: Changes Could be on the Horizon
• PPP Loan Forgiveness Review: Consider Preparing for Potential Forgiveness Appeal Now
• Financial Reporting: SPAC Warrant Fix in the Works?
• Activist Wins at Least Two Exxon Board Seats in Historic Campaign
• ESG Disclosure Litigation: Derivative Claims Fizzle
• Insider Trading: New York Attorney General to Point & Shoot at Kodak?
• Crypto: The SEC’s Enforcement Scorecard
• Human Capital Management: What Might a New Rule Proposal Look Like?
• Preparing for “Corporate Governance Gaming”
• How ISS Assesses Racial & Ethnic Diversity
• Board Gender Diversity: What About Women of Color?
• Stonks’ Silver Lining: Same-Day Settlement?
• Consider Looking Outside 10-K for Detailed HCM Metrics
• Climate Change: SEC Staff Scrutinizing Financial Disclosures
• Board Cyber Risk Oversight: Revisit an “Everyone” or “Cyber-Expert” Approach Regularly
• With Time Slipping Away, Investor Advocates Urge Congress to Act on 14a-8 Amendments
• Stock Gifts: Tighten the Reporting Period?
• Tweaks to NYSE Related Party Transaction Rule
• Enforcement: SEC Targets 12b-25 Disclosure Deficiencies
• SPACs: Pop Goes the Bubble?
• Stakeholder Capitalism: Lessons From The Super League Fiasco
• New Russia Sanctions May Prompt “Iran Notice” Disclosure
• Virtual Annual Meetings: Mishandling Shareholder Proposals
• The Returning Influence of Retail Investors: This Year’s “Sleeper Issue”?
• Materiality: Traditional, New, Double or Dynamic?
• Environmental Solutions & “The Law of Unintended Consequences”
• Voting Statements: Can Anything Be “Non-Partisan”?
• Bond… Green Bond
• ESG Reports: 7 Tips for a “Health Check”
• Corp Fin & OCA Staff Clarify How to Account for SPAC Warrants – Restatement Analysis Coming Your Way?
• “Robust” Disclosure about Virtual Shareholder Meetings: Glass Lewis Expectations
• Will Climate Pledges Outlive the Companies that Make Them?
• Quarterly Guidance: Should Companies Get Back In The Game?
• Board Diversity: Women Make Gains On Silicon Valley Boards
• April Fools’ Day? Materiality in the Age of “Stonks”
• Want to Get Ahead on ESG Data Quality? Internal Audit Is Your Not-So-Secret Weapon
• More on “California Board Diversity Statute: Less Than Half of Companies Report Compliance”
• Corp Fin’s “SPAC” Statement: All That Glitters Is Not Gold
• ESG: SEC Rulemaking Could Draw “First Amendment” Challenge
• Congressional Review Act Invoked Against 14a-8 Amendments!
• Political Spending: Congress Might Remove Roadblock to SEC Action
• China-Based Companies: SEC Adopts HFCA & Seeks Comments on Implementation
• UK Audit Reform: Proposal Aims to Reduce Influence of Big 4 Audit Firms
• BlackRock Pushes Companies on Human Rights Risks
• Shareholder Engagement Season: BlackRock’s 2021 Engagement Priorities
• Non-GAAP: Alternatives To EBITDAC
• ESG: Are Wall Street’s Sustainable Investments “Duping” the Public?
• ESG: Acting SEC Chair Solicits Public Comment on Climate Change Disclosure
• Shaq SPAC Under Attack? SEC Cautions On Celebrity SPACs
• ESG: Corp Fin’s Coates Calls for Global Reporting Framework
• As You Sow’s New “Scorecards”: Racial Justice & Workplace Equity
• ESG: DOL Won’t Enforce ERISA Plans’ Investment & Voting Limitations
• Mandatory Climate Disclosure: California Bill Sets Ambitious Tone
• “Machine Readable” SEC Filings: What Does It Mean?
• SEC Brings Reg FD Enforcement Action!
• Enforcement Division Creates Climate & ESG Task Force
• Climate Disclosures: Comment Letter Focus Areas Following SEC’s 2010 Guidance
• Diversity Disclosures Gain Momentum, But Are Plaintiffs’ Firms Lurking?
• Amended SEC Whistleblower Rules Noted in Recent Awards
• Institutional Investor Engagement: Public Engagement’s Impact
• Board Diversity: Republican Senators Urge SEC To Reject Nasdaq Listing Proposal
• ESG: Corp Fin to Scrutinize Climate Change Disclosures
• Electronic Signatures: Can You Authenticate Through Affirmative Reply Emails?
• ESG: The Rise of Sustainable Finance
• Form 10-K Selected Financial Data: Leave It In or Take It Out?
• 2021 Risks: “Business Interruption” Tops the List
• Filing Relief for Texans: Case-By-Case, But Proceed With Caution
• 10b5-1 Plans: Senators Urge SEC Review
• SEC Severs Enforcement Settlements & “Bad Actor” Waivers
• Prep Time for Potential ESG Ratings Questions
• Investor Tips for Enhancing ESG Reporting
• Board Technology Committees: SolarWinds & Infodemic Reignite the Conversation
• Market Mania: Corp Fin Issues Sample Comment Letter
• Succession Planning: Reassuring Investors with Disclosure
• Rule 10b5-1 Plans: Glass Lewis Offers Up “Best Practices”
• PPP Loans: Appealing Denials of Forgiveness
• Human Capital Management Disclosure: Early Returns From 10-K Filings
• Board Composition: Examining the “ESG” Skills Gap
• ESG: Corporate Heavy Hitters Sign On to Stakeholder Metrics
• Market Mania: All is Well!
• Infodemic: We Only Trust Businesses Now
• BlackRock Wants Climate Change Disclosure, ASAP
• Edgar: Goodbye “Fake” Filings, Hello Reliability!
• Difficult D&O Pricing Environment: Consider Doubling SPAC D&O Premium Estimates
• Financial Fraud Schemes: Familiar Common Themes
• Shareholders Approve Public Company Conversion to PBC – In a Landslide!
• Glass Lewis Refines Policy on Virtual Shareholder Meetings
• Financial Reporting: Mind Your XBRL Tags
• Political Spending: Will the Pause Change the Game?
• SEC Solicits Comment on NYSE Shareholder Approval Proposal
• SEC Rulemaking: Will 2020’s Efforts Be Undone?
• Board Self-Evaluations: Factoring 2020 Into the Equation
• IPOs: The Outlook for 2021
• Small-Cap Capital Formation: COVID’s “Roadshow” Impact
• Political Spending Disclosure: What BlackRock Wants to See
• SolarWinds Hack: Assessing the Fallout
• More on “Blue Sky: New York Now Requires Form D!”
• Nasdaq Direct Listing Proposal Awaits SEC Review & Consideration
• Prioritizing Employee Health & Safety: Are Chief Medical Officers Here to Stay?
• Vaccines: Possible Risk Factor for Some Companies
• ESG Meets AMDG: The Council for Inclusive Capitalism
• Political Contributions Disclosure: SEC Can’t Spend Funding On Rules
• China-Based Companies: New Law Puts SEC Rulemaking on Hold
• SEC Adopts “Resource Extraction” Disclosure Rules
• The “Nina Flax” Files: 2020 — My Found Year
• SEC Commissioner Makes Case for Marrying XBRL & ESG
• House Passes “Holding Foreign Companies Accountable Act”
• Suggestions for Moving Beyond Numerical Board Diversity Targets
• SEC Enforcement: $200 Million Settlement with GE for Misleading Disclosures
• Sustainability: Are Proxy Fights Looming?
• Early Look at Human Capital Resource Disclosures
• SEC Settles Action for Misleading COVID-19 Disclosures
• Hiding in Plain Sight? Stockholder Gender & The Corporate Governance Paradigm
• Board Diversity: Nasdaq’s Proposed Listing Standard
• ESG: The “S” is the Hard Part
• ISS: No More “Sneak Peaks” for S&P 500
• Glass Lewis 2021 Voting Guidelines: Diversity and E&S Phase-Ins
• There’s More! SEC Proposes Temporary Expansion of Compensatory Offerings to Gig Workers
• SEC Proposes Amendments to Form S-8 & Rule 701
• “Human Capital” Disclosure: SASB Sums Up Its Resources
• SEC Amends MD&A and Financial Disclosure Rules!
• Corp Fin Releases Updated Financial Reporting Manual
• SEC Adopts Amendments to Reg S-T Permitting Use of Electronic Signatures!
• Comment Letter Trends: Top 10 Topics in Reviews
• Corp Fin Updates “Securities Act” CDI (Withdraws 6 Others)
• ISS Issues 2021 Policy Updates
• Board Diversity: Companies Focus on Overboarding to Move the Needle
• COVID-19: U.S. Chamber Petitions SEC for Liability Protection
• Virtual Annual Meetings: Gearing Up for 2021
• Disclosure: Prescriptive v. Principles-Based Approaches
• Regulation S-K Modernization: Corp Fin Issues Three Transitional FAQs
• Critical Audit Matters: PCAOB Says CAMs Made Ripples, Not Waves
• Measuring “TCFD” Disclosures
• SEC Simplifies Exempt Offering Framework!
• DOL Leaves “ESG Investing” on Life Support
• Board Racial Diversity Disclosure: Letter Campaign to Entire Russell 3000!
• Looking Back at 16 Years of ICFR
• Insights on Deducting “Legitimate Expenses” from Disgorgement Awards
• ISS’ Proposed Board Diversity Policy Change: Aggregated Data Won’t Cut It
• Human Capital: Addressing the New Disclosure Requirement
• ICOs: Knock it Off With the SAFTs Already, Will Ya?
• S-K Modernization: The Questions Just Keep Coming. . .
• Forum Selection: ISS Policy Proposal Backs Exclusive Forum Bylaws
• Financial Reporting: SEC Amends Auditor Independence Rules
• IPO Governance Trends: Takeover Defenses Remain Common
• COVID-19: Audit Committee Questions for the “New Normal”
• Misleading Disclosures: SEC Enforcement is Watching…Everything
• Insider Trading Enforcement: Effect of Supreme Court’s Liu Decision
• SEC Proposes Conditional Exemption for “Finders” Involved in Capital Raising
• Circle the Wagons: Create Assurance Around ESG Data
• Director Survey: Room for Improvement with Board Refreshment
• Valentine’s Day Trip Flagged in SEC Enforcement Action
• Stock Exchanges: Long-Term Stock Exchange Debuts
• SEC Enforcement: HP Cited for Alleged MD&A “Known Trends” Violations
• SEC Enforcement: Fiat-Chrysler Tagged for Misleading Emissions Disclosure
• Staff Comment Trends: Corp Fin’s Top 10
• ISS Releases Policy Benchmark Survey
• BRT Says It Wants to Put a Price on Carbon… Over the Next Three Decades
• Shareholder Proposals: SEC Modernizes Rule 14a-8!
• OTC: SEC Amends Information Requirements
• Perks: New CDI Addresses COVID-19 “Benefits”
• B-Corps: Getting More Useful?
• Compliance Program Survey: Prioritizing People Issues Can Improve Effectiveness
• Inline XBRL: Ins & Outs of “Exhibit 104”
• 10-K/10-Q/8-K “Cover Page” Changes: Courtesy of the Fast Act
• D&O Questionnaires: Few Changes for 2020 Proxy Season
• Quest for Director Diversity Information
• Financial Reporting: Looking Again at Effects of COVID-19
• Vanguard’s Expectations for Board Diversity
• Shareholder Engagement: Effect of Proposed Amendments to Form 13F
• Supply Chain Finance: The Accounting Backstory
• Brain-Teaser: “11:59pm or 12:01am” for Contracts?
• Enforcement: SEC Brings Action for Failing to Deliver Final Prospectus
• Short-Term Investors: Maybe They Aren’t So Bad After All?
• COVID-19 Risk Factors: 2nd Quarter Edition
• Eight Steps to Better Board Succession
• Whistleblower Rulemaking: Cancelled…For Now
• Caremark: 10-K Disclosure Can Show Directors Ignored “Red Flags”
• Supply-Chain Finance: Corp Fin Stepping Up Scrutiny
• Palantir’s “Direct Listing” IPO
• Dialed-in: SSGA Letter Calls for Racial Diversity Disclosures
• SEC “Modernizes” Reg S-K! Risk Factors, Human Capital & More
• ESG Disclosure Trends: SEC Filings Increasingly Highlight Disclosures on Company Websites
• SV Risk Factor Disclosure Trends: Potential Impact of Proposed Rulemaking
• SEC’s Reg S-T Proposal: The End of “Fake” Filings?
• Business Interruption Insurance: COVID-19 Plaintiffs Get a Win
• ESG Bonds: The Debt Markets Can’t Get Enough!
• Audit Committees: PCAOB’s Conversations with Committee Chairs
• Supply Chains: SEC Reporting on China Forced Labor on the Horizon?
• SEC Calendars Open Meeting: Shareholder Proposals on the Agenda
• #MeToo: Still Making Waves
• Blockchain & Internal Control: COSO’s Perspective
• BRT’s “Corporate Purpose” Statement: What Did CEOs Intend?
• Universal Proxy Rules: Consensus Views
• Reg FD Gets a “Kodak Moment”
• CPRA: California 2020 Ballot Initiative Means Potential Changes to CCPA
• Secure FTP for Supplemental Materials & Rule 83 CTRs
• What Does ESG Mean to You and Me?
• Scrutiny Intensifies on Political Spending
• Looking Back at Restatements: Trending Down in Number & Severity
• Securities Litigation: Federal & State Court Suits Down in 2020
• Updating: What Do You Do With Your First Quarter COVID-19 Risk Factor?
• Audit Committees: Meetings & Processes in a Pandemic
• Tales From the Swamp: Stimulus Money Fuels Insider Trading?
• COVID-19: Does “Force Majeure” Apply?
• Proxy Advisors: SEC Amends Proxy Rules to Address Voting Advice!
• COVID-19: Impact on Disclosure Controls
• ESG: GAO Sums Up Disclosure Dilemmas
• Virtual Board Meetings: Here to Stay?
• Providing Clarity: SASB & GRI Announce Collaboration
• Shareholder Derivative Suits Launched Over Diversity Concerns
• SEC Proposes to Increase Form 13F Reporting Thresholds
• Cybersecurity: The Ongoing Challenge of a Remote Workforce
• Political Spending: What Now?
• ICFR: How Will COVID-19 Impact Material Weaknesses?
• Reg Flex Agenda: Universal Proxy Rules Coming Soon?
• Insurance: Michigan Court Nixes COVID-19 Coverage Claim
• Beyond EBITDAC: Quantifying COVID-19’s Impact in Public Company Disclosures
• Q2 Reporting: Investors Focus on Liquidity & Human Capital Disclosure
• NYSE “Direct Listings” Proposal: Now with Price Range & Round Lot Requirements
• Tangible “Corporate Purpose”: Investor Views
• “All-Purpose” Securities Law Disclosure: Are We Reaching the Breaking Point?
• Reg S-T: Corp Fin Extends Temporary Relief for Signatures
• COVID-19: Investors Want Mandated Disclosures
• SASB Disclosures: Contributing to Societal Change?
• Corp Fin Supplements COVID-19 Disclosure Guidance
• SCOTUS Reaffirms SEC’s Disgorgement Authority — With Limits
• SEC Chair Jay Clayton: Leaving Washington for New York?
• Comp Consultants: Maybe the Problem Isn’t Other Services…
• IPOs: Virtual Road Shows On the Rise
• “Offboarding” to Achieve Optimal Board Composition
• Cyber Breach Disclosure Trends
• Benchmarking Compliance Reporting
• Improving Board Oversight of Human Capital Management
• Perks Disclosure SEC Enforcement Action
• Paycheck Protection Flexibility Act: Congress Cuts PPP Borrowers Some Slack
• PPP Loan Certifications: D&O Issues for the Battles to Come
• Down on Main Street: Fed Provides More Info on Main Street Lending Program
• Going Concern: Sifting Through COVID-19 Uncertainties
• SPACs: Will More IPOs Mean More Lawsuits?
• Proxy Advisor Regulation — Is a Speed Bump the Answer?
• Independent Chair Proposals in a COVID-19 World
• SEC Investor Advisory Committee: Time to Take Up ESG Disclosure
• Non-GAAP: Are Companies Adjusting Away COVID-19?
• PPP Loans: Are Public Company Borrowers Really the Bad Guys?
• PPP Loans: SEC Enforcement Sweep of Public Company Borrowers?
• The Fire Next Time? CFOs Say Contingency Plans Lacking for COVID-19 Second Wave
• Contested Virtual Shareholder Meeting – It’s a First!
• PPP Good-Faith Need Certification: SBA Issues Another FAQ
• COVID-19 & ESG: Social Issues in the Spotlight
• Proposed Shareholder Resubmission Thresholds: Disproportionate Effect?
• Positive Effects from Publicizing Crisis Response
• “No Respect at All”: Are Dual-Class Companies Undervalued?
• Capital Raising in Turbulent Times
• Nasdaq Temporarily Eases Approval Requirements for COVID-19 Share Issuances
• Virtual Annual Meetings: CII Weighs In with Investor Concerns
• Staff Issues FAQs on COVID-19 Relief
• PPP Loans: Tax Deduction? If They’re Forgiven, Forget It
• PCAOB Wants Comments on CAM Requirements
• Mining Company Property Disclosure Rules: Corp Fin Issues Three New C&DIs
• Beyond Force Majeure: Tips for Entering New Tech Agreements During COVID-19
• BlackRock’s Catching Flack from All Sides
• SEC Goes Remote & Virtual Like the Rest of Us
• PPP Loans: Beware False Claims Act Whistleblowers
• PPP Loans: You Got Your Money – Should You Give It Back?
• Listing Standards: NYSE Joins Nasdaq in Providing Relief From Price-Based Standards
• Virtual Shareholder Meetings: Survey of Q&A Trends
• COVID-19 Crisis: Companies Adopt Emergency Bylaws to Ensure Board Operations
• SEC & PCAOB Officials Issue Joint Statement on “Emerging Market” Risks
• COVID-19 Crisis: What About ICFR?
• Listing Standards: Nasdaq Provides Temporary Relief from Price-Based Standards
• Rulemaking Petition Seeks to Allow Electronic Signatures Under Reg S-T
• COVID-19 Oversight: Does the Board need a Special Committee?
• Initial Investor Responses to the COVID-19 Pandemic
• COVID-19 & Earnings Calls: Logistical Considerations
• Corp Fin Provides Temporary Relief for Form 144 Paper Filings
• COVID-19 Crisis Disclosure: What About Earnings Guidance?
• SEC Chair & Corp Fin Director Issue Joint Statement on COVID-19 Disclosure
• Paycheck Protection Program: Free Money? Don’t Bank on It
• COVID-19: New C&DI Address Application of Exemptive Order to Part III of 10-K
• Financial Reporting: SEC Chief Accountant Addresses COVID-19 Issues
• SEC Chair Encourages Continued Disclosures Amid Pandemic
• Securities Offerings Amid Closed Trading Window: Disclosure Considerations
• Corp Fin Issues Two New Delayed Filing CDIs
• Making Use of ESG Ratings
• CARES Act – Nearly Everything but the Kitchen Sink
• Buybacks: Are Airlines Supposed to be Treated Differently?
• The Coronavirus: What Should Your Company Do Now?
• Conduct of the Annual Meeting
• COVID-19 Disclosures: Guidance From Corp Fin
• Executive Health: COVID-19 Illness Disclosures
• COVID-19 Cash Crunch: Rethinking Dividends
• COVID-19: Should You Update Earnings Guidance?
• Annual Meetings: Attendance Considerations
• Board-Level Oversight of Sustainability Disclosures
• Virtual Shareholder Meetings: CII & Proxy Advisor Positions
• SEC Amends “Accelerated Filer” & “Large Accelerated Filer” Definitions
• Disclosure: What If Your CEO Is Diagnosed With The Coronavirus?
• Proxy Contests: Will COVID-19 Put Them on Ice?
• Conflict Minerals: Time for a Fresh Look at Disclosure & Compliance Programs
• SEC Asks DC Employees to Work From Home
• Earnings Calls: What are Companies Saying About the Coronavirus?
• Future of the PCAOB
• SEC Proposes Amendments to Simplify & Harmonize Private Offerings
• Annual Meetings: Planning for COVID-19 Developments
• SEC Amends Rules for Financial Disclosures of Registered Debt Offerings
• Internal Audit’s View of Corporate Governance
• D-Lister Dinged for Drumming Digital Deal!
• Warren Buffett: “Hey GAAP, Get Off My Lawn!”
• DFS: New York’s New Regulatory King Kong?
• Coronavirus: Implications for Contracts
• MD&A Guidance: What About ESG Metrics?
• What to Do About Astroturfing the Comment Letter Process
• Audit Committees in Action: The Latest Developments
• Conflict Minerals: Tackling Your Next Form SD
• Deciphering ‘Corporate Purpose’
• SEC Public Statement on Coronavirus
• SEC Brings KPI Enforcement Proceeding
• SEC Comment Letters: Tips to Ease Your Response Process
• Cyber Response Plan Testing
• Risk Factors: Here Come the 10-K Coronavirus Disclosures. . .
• Insider Trading: Should Your Policy Cover More Than Legal Risks?
• Audit & Non-Audit Fees: The Song Remains the Same?
• Proxy Access: Adopted Widely, Used Only Once
• IPOs: A Fix for Section 11 Liability?
• Pat McGurn’s Forecast for 2020 Proxy Season
• Skipped Class the Day Insider Trading was Covered?
• Disclosure Reform: Are ESG Risks “Material”?
• “Proxy Advisor” & “Shareholder Proposal” Regs: Comments Are In!
• S-K Financial Disclosure: SEC Proposes Big Changes!
• Cryptocurrencies: Rising NBA Star Launches ICO
• Insider Trading: Bharara Task Force Weighs In
• Board Diversity: Goldman Says No More “Boys Club” IPOs
• That Pesky 3rd Year: Corp Fin Issues 3 New MD&A CDIs
• California’s “Board Gender Diversity” Law: FAQs
• Non-Financial Disclosure: What “Audit Assurance” Looks Like
• Congress Moves to Close the “8-K Trading Gap”
• The Myth of the Friday Earnings Release
• Airbnb Establishes “Stakeholder” Board Committee
• BlackRock on Climate Change: “Against” Votes Are Coming?
• More on “Shareholder Proposals on Arbitration”
• Divestment: Another Investor Approach to Social Issues?
• D&O Insurance: ESG Reputation Matters
• Good Governance: Does Anyone Really Know What It Is?
• Insider Trading: 2nd Cir. Makes Prosecutors’ Day
• SOX 404: Point & Counterpoint on Auditor Attestations
• IPOs: WeWork a Game Changer for 2020’s Unicorns?
• Ransomware: The Cyber Attack That Companies Refuse to Call by Name
• E&S: BlackRock’s Shareholders Tiring of “Quiet Engagements”?
• Clawbacks: Turning Restatements Into a Rare Species?
• Corporate Governance Ratings: Internal Audit Enters The Game
• Audit Committee Role & Reminders: Statement from SEC & Corp Fin
• SEC Proposes “Modernization” of Auditor Independence Rules
• ESG Ratings Draw Nearly Universal Contempt
• Corp Fin’s New “Disclosure Guidance”: Confidential Treatment Requests
• SEC Proposes Expanded “Accredited Investors” Def’n
• Improving Board Oversight of Risk
• State of the SEC: A Few Nuggets from the Chair’s Testimony
• How to Attract & Retain New Lawyers
• Direct Listings: NYSE Files Revised Proposal!
• “Climate Accounting”: Exxon Prevails in Martin Act Suit
• SEC Calls Foul on “Earnings Management”
• Insider Trading Reform: Could 2020 Be the Year?
• Direct Listings: NYSE’s “IPO” Proposal – Controversial?
• The SEC Chair Touts ‘Fishy’ Comment Letters
• Reg Flex Agenda: Clawback Re-Proposal Coming Next Year?
• Shareholder Proposals: What Now
• “ESG” Funds: What’s in a Name?
• “Responsible Investors” Say ESG Isn’t a Fad
• Dual Class: Battleground Moves to Delaware
• SEC’s Enforcement: Do Stats Matter?
• Who “Leaked” WeWork’s Comment Letter
• Dual-Class: Maybe the Market Worked in WeWork?
• S-K Modernization Proposal: Big Yoga Weighs In!
• “The Die is Cast”: SEC Proposes to Regulate Proxy Advisors
• Glass Lewis Issues ’20 Voting Guidelines
• Kokesh Redux: SCOTUS to Hear Challenge to SEC Disgorgement Authority
• Boardroom Diversity: Progress on Racial Diversity Impeded by Slow Turnover
• Director Survey: “Collegiality” & “ESG” Can Go Too Far
• ISS Sues SEC Over Proxy Advisor Guidance!
• Sustainability Reporting: Small & Mid-Cap Perspectives
• Secrets of the Corporate Secretary Department
• Foreign Nations Might Be Delaware’s New Competition
• Comment Trends: Corp Fin’s “Top 10”
• “Climate-Change Accounting”: Not Adding Up?
• “Harmonization” of Private Offerings: NASAA Comments on SEC’s Concept Release
• “Reg D” ICOs: What’s the Harm in Trying?
• ICOs: “SAFTs” No Longer Safe?
• Audit Committees Must Enforce Auditor Independence Rules? What Gives?
• Canada Heading for Mandatory “Say-on-Pay-Eh”?
• SOX 404: 15 Years of Negative Attestations & Assessments
• Naming Audit Partners: No Audit Quality Impact?
• Shareholder Proposals: Corp Fin Issues 12th Staff Legal Bulletin
• Poison Pills: A Career Limiting Move for Directors?
• Board Diversity: NYC Comptroller Launches “Rooney Rule” Initiative
• Chief Justice Strine’s “New Deal”
• Should the SEC Get Out of the “Stakeholder Disclosure” Business?
• SEC Enforcement: Actually, Just Check All Your Disclosures
• Ransomware: Preparing for a Growing Threat
• Shareholder Proposals: Should Corp Fin Referee the No-Action Process?
• More on “The History of the SEC Staff’s Disclaimer When Speaking Publicly”
• Wow! Corp Fin “Realigns” (But It’s More Than That)!
• Everybody Into the Pool! SEC Adopts “Test the Waters” for All
• Being Litigated! Tesla’s Colossal CEO Comp In The Crosshairs
• Quarterly Reporting & ESG: The CFA Institute Weighs In
• IPOs: VCs Eyeing “Direct Listing” Alternative
• Better The Devil You Know? ISS ESG Business Keeps Growing
• “Greenwishing”: Sustainability’s Greatest Threat?
• XBRL: What’s It Good For?
• 10b-5 Liability: Exec Gets Sanctioned for “Failure to Correct”
• ISS Releases Policy Benchmark Survey Results
• Proxy Access: Where Things Stand
• Shareholder Proposals: Corp Fin’s Big Announcement – Oral Responses & Declining to Provide a View!
• Governance: Closing the Board Information Gap
• Financial Intermediaries: Strine Says Funds Must Do Better By Their Investors
• Counterpoint: Like Heck It Does!
• “Stakeholder Governance”: What Happens to the BJR?
• Making Sense of ESG Reporting Frameworks
• S-K Modernization: Two SEC Commissioners Concerned About “Principles-Based” Proposal
• Low-Cost Index Funds: Management’s “Absentee” Best Friend?
• FASB Testing “Staggered Adoption” Policy for Smaller Reporting Companies
• SEC Issues “Proxy Advisor” Guidance
• Inline XBRL: Corp Fin Issues 9 CDIs
• Battle Lines Being Drawn! BRT Brushes “Shareholder Primacy” Aside
• Are Companies Punishing Their Auditors for Flagging Their Material Weaknesses?
• WeWork’s Proposed IPO: The Latest Unicorn Doesn’t Disappoint…
• Company Buybacks: Best Practices
• Dual Class: CII Names & Shames “Dual-Class Enabler” Directors
• BlackRock: “Remain Calm! All is Well!”
• SEC Calendars ‘Open Meeting’: Proxy Advisors on the Agenda!
• Fast Act S-K Simplification: Don’t Forget the New “Description of Securities” Exhibit!
• Buybacks are Bad. Buybacks are Declining. The Decline in Buybacks is Bad.
• Earnings Calls: Make ’em Laugh (If You Can)
• The Dark Web: Troll Targets SEC Staffers
• SEC Proposes Reg S-K Modernization! (For Items 101, 103 & 105)
• Shareholder Proposals: Big Year for “Political Spending”
• Risk Factors: “Active Shooters” Join the Parade of Horribles
• Inline XBRL: Ins & Outs of “Exhibit 104”
• Fast Act: SEC Issues “Technical Corrections”
• Voluntary Disclosures of SEC Investigations: No Good Deed Goes Unpunished?
• Securities Class Actions: M&A Filings Down, But Plaintiffs Still Loving Disclosure Fraud
• ’33 Act Class Actions: NY State May Not Be So Plaintiff-Friendly After All
• CAMs: Early Returns From the “Big 4”
• Auditor Attestations: No Shortage of Comments on SEC Proposal
• Sarbanes-Oxley Compliance: Still a Lot of Work, But Automated Controls Might Help
• Board Diversity: S&P 500 No Longer Has Any All-Male Boards
• What’s the “Latest Practicable Date” for S-4 Comp Tables?
• More on “Large Accelerated Filers: Inline XBRL Requires 2nd Quarter 10-Q Changes”
• Moody’s Gets Into the “Governance Ratings” Game
• Large Accelerated Filers: Inline XBRL Requires 2nd Quarter 10-Q Changes
• Brexit Disclosure: New Developments to Consider
• Lawyers’ Mental Health: Are Clients Making Us Sick?
• More on “California Reports on Mandatory Women Directors”
• Mandatory ESG Disclosure: Coming to an SEC Filing Near You?
• Shareholder Proposals: “Micromanagement” Continues to be Hot
• Convertible Debt: Still a Good Way to Raise a Buck (or a Million)
• How Asset Managers Feel About “Activists”
• Shareholder Proposals: Corp Fin Considering Changing Approach to No-Action Requests
• Social Media: SEC Wants Better Monitoring Tools
• ISS Policy Survey: Board Gender Diversity, Over-Boarding & More
• Buybacks: The “Replace” Part of “Repeal & Replace” Rule 10b-18
• Blue Sky: New Jersey Sues Issuer of Unregistered Tokens
• Registered ICOs: SEC Clears First Reg A+ Token Offering
• BlackRock: “Move Along – Nothing to See Here. . .”
• The FTC Gives Facebook a New Board Committee!
• SEC Enforcement: Facebook Tagged for Risk Factor Disclosures
• 12 Tricks to Help You During Proxy Season
• Whistleblowers: Can In-House Lawyers Walk the Ethical Tightrope?
• Current Developments in Capital Raising
• Navigating Corp Fin’s Comment Process
• SEC Approves Nasdaq’s “Liquidity” Proposal
• SEC Will Evaluate Settlement Offers & “Bad Actor” Waiver Requests Simultaneously
• EGC Transitions: Interplay With Revenue Recognition
• Overboarding: New Investor Policies Causing Huge Drops in Director Support
• CAMs: PCAOB Answers FAQs from Audit Committees
• Corp Fin Issues “LIBOR Transition Risks” Statement
• How to Handle a SEC Enforcement Inquiry Now
• Section 16 Delinquencies Disclosures Handbook
• Shareholder Proposals – Rule 14a-8(i)(1) Improper Under State Law
• Q&A Discussion Forum For TheCorporateCounsel.net
• Shareholder Proposals: Corp Fin Speaks
• Conduct of the Annual Meeting
• Shareholder Proposals Handbook
• D&O Questionnaire Handbook
• Insider Trading Policies Handbook
• Regulation FD Handbook
• MD&A Handbook
• 8-K Handbook
• Corporate Secretary’s Department Handbook
• 10-K Handbook
• Warren Buffet Says Many “Independent Directors” Aren’t Independent
• Direct Listings: A Lot to Like If You’re a Venture Investor
• Insider Trading: So That’s What Friends Are For?
• Disclosure Simplification: SEC Referral Prompts FASB to Seek GAAP Tweaks
• SEC Signs Off On Silicon Valley Stock Exchange
• “Test the Waters” for All: Comments on SEC Proposal
• What Do In-House Lawyers Want From Law Firm CLE?
• Crypto Mom Wants SEC to Wear “Reasonableness Pants”
• Rookies of the Year: Do New Activist Directors Add Greater Value Than Other Newbies?
• SEC Modifies 10-Q & 8-K Cover Pages (Again)
• Corporate Governance: Wait, Nobody Said Anything About a Test!
• Proxy Strike Suits: What We’re Hearing About This Year’s Targets
• Uber IPO: The Biggest Loser?
• Audit Committee Disclosure Handbook
• Staggered Boards: Investors Still Want Them Gone

Team

• Zachary Barlow
• Julie Gonzales
• Emily Sacks-Wilner
• Ngozi Okeh
• Lawrence Heim
• Larry Wallace
• Chris Calaluca
• Jim Currie
• Matt Potter
• Linda Weber
• Dawn Chyten
• Lynn Jokela
• Alan Dye
• Liz Dunshee
• Paige Brandt
• Denise Childs
• Larissa Aguillon
• Albert Chen
• Mel Yarbrough
• Nathan Brill
• Julie Hoffman (former editor)
• Linda DeMelis (former editor)
• Julie Kim (former editor)
• Michael Gettelman
• Peter Romeo
• Mark Borges
• Mike Melbinger
• John Jenkins
• Dave Lynn
• Susan Reilly
• John Feeney
• Barbara A. Baksa, CEP