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Posts
- 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
- Global Deal Activity: Yeah, It’s as Bad as You Thought
- 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
- Divestitures: Advance Prep is Key to Creating Shareholder Value
- 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
- National Security: CFIUS Flexes Its Fining Muscles
- Activist Profiles & Playbooks
- M&A Stories: Practical Guidance (Enjoyably Digested)
- Study: Private Target Deal Terms
- 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
- Chair Gensler Puts Spotlight on Security-Based Swaps
- 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
- Staff Eases Burden of Obtaining Manually Signed Reports
- 2020 Section 16 Changes with Alan Dye
- Insiders Consent to Section 16(a) Sanctions
- Court Holds that “Consultant” was a Section 16 Officer
- SEC and EDGAR Will Be Closed on December 24
- Section 16 Treatise and Reporting Guide
- New Exemptive Rule for Exchange-Traded Funds Doesn’t Extend to Section 16
- High-Frequency Traders: Beware of Section 16(b)
- Investment Fund is 10% Owner Despite Delegation of Voting and Investment Power to Affiliated Adviser
- Rule 16b-3 Exempts Acquisition of Issuer Stock in Merger of Target with Issuer’s Subsidiary
- Is a Board Observer a Section 16 “Director”?
- SEC Revises Procedure for Authenticating Form ID
- New Name, Slightly New Look, Same Quality Products!
- SEC Proposes to Exempt Employees’ Securities Company from Section 30(h) of 1940 Act
- Compliance Chart: Reporting Deadlines for Common Transactions
- Tips: Form 5 Filing Requirements & Proxy Statement Obligations
- Alan Dye on the Latest Section 16 Developments
- Delinquency Involving 401(k) Plan Transaction
- Sample Item 405 Disclosures
- Staff Says Zero Cost Collar on UP-C Stock Underlying OP Units Doesn’t Violate Short Sale Rule
- 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
- ESG Disclosures Continue to Proliferate
- Restructuring Executive Pay to Mitigate Stakeholder Outrage During the Pandemic
- 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’
- DE Chancery Considers Compensation Committee’s Fiduciary Duties with D&O Compensation
- Latest Say-on-Pay Stats: Low SOP Failure Rate & No Equity Plan Failures
- New GICS Changes Are Coming in 2023
- Gender Pay Equity: Audit Your Practices Before the DOL Does It For You
- Misalignment Between ESG Goals & Minimum Wages
- Pandemic Pay Practices: Some May Be Here To Stay
- Human Capital & Worker Pay: Director Attacks Cometh
- Tying Employee Pay to ESG Metrics: Are You Ready?
- Cryptocurrency as Compensation: Regulatory Risks
- Latest Say-On-Pay Updates: Failure Rates Are Stable So Far
- Biden’s Budget Proposal & Taxing Millionaire Pay
- COVID-19’s Long-Term Effects on Executive Compensation
- Early Trends in Exec Comp: CEO Pay & Pay Ratios Are Up
- Say-on-Pay: Looking Brighter in 2022?
- Pay Ratio Proxy Contest
- More on ‘Russia Restrictions and Suspending Equity Transactions’
- Pay Gap Reporting: Arjuna’s ’22 Scorecard Shows Move Toward Next Frontier
- Private Comp Committees Are Adopting Pubco Practices
- Benchmarking Director Pay at S&P 500 Companies
- Say-on-Pay: Fixing Last Year’s Failures
- ESG Metrics: European Companies and Investors Continue to Push Forward
- ESG Metrics: Unmitigated Boon to Management?
- Pay Equity: Arjuna Proposal Notches a Win
- Going Public: Benchmarking Data on Initial Equity Programs
- BlackRock’s Approach to Engaging on Compensation
- Russia Restrictions and Suspending Equity Transactions
- As You Sow’s “CEO Compensation” Report
- Say-on-Pay: Investors Still Don’t Like Replacement Awards
- Say-on-Pay: Investors Still Don’t Like Time-Based Mega Grants
- Executive Pay: Pandemic Widens Gender Pay Gap
- Financial Institutions Less Pressured About DE&I in Incentive Plans
- Pay Equity Analysis Increasingly a Company Initiative
- ESG Metrics: What About CFOs?
- Tech Giants Adjust Stock Grant Practices to Retain Employees
- TSR Gains Traction as a Modifier
- Cash Severance Remains Prevalent for Non-CIC Severance Arrangements
- Compensation Committees Need to Incorporate Inflationary Effect Into Executive Pay
- Stock Options: SEC’s Proposed “Insider Trading” Rules Could Affect Grants & Disclosures
- Say-on-Pay: 2021 Had Mixed Results
- IPO Readiness: What Comp Committees Should Know and Do
- Diving Into the ESG Specifics: Best Practices for DEI Metrics
- Director Compensation: 600 Mid-Market Companies
- S&P 500 CEO Compensation Trends: Still Increasing Amidst Pandemic
- Keysight Technologies’ Proxy Summary
- Workforce Diversity Disclosure: SSGA Putting Comp Committee Chairs on the Hook
- Compensation Committees: “Human Capital” Agenda Items
- Pay Ratio: Complex “Median Employee” Calculations Leave Investors With a Bad Taste
- This Year’s Emerging Compensation Trends
- Perks: Should the Comp Committee Approve Them Every Year?
- Say-on-Pay: Canadian Investors Considering “Pay Disparity” Factor
- FW Cook’s “Top 250 Report”
- Clawbacks: Former CEO Returns $105 Million for “Misconduct”
- Projecting Workforce Base Salary Increases in 2022
- Compensation Lessons Learned from Two Years of the Pandemic
- Equity Compensation Plans: S&P 500 Share Utilization Trends
- CD&A: Start Drafting the Difficult Parts Now
- Stock Ownership and Retention Guidelines: S&P 100 Getting More Stringent
- Tips on Handling Equity When Your Executives Retire
- Practical PSU Pointers for Compensation Committees
- BlackRock’s 2022 Executive Compensation Policies: Director Accountability for Pay-for-Performance
- Visa’s Perquisites Disclosure
- Linking Executive Pay to Climate Transition: 34-Page Guidebook
- ISS Updates FAQs on Pandemic-Related Pay Adjustments
- Dynamic Market Conditions Could Affect Your Compensation Peer Group
- Guidewire Software’s Say-on-Pay Response
- Congress Hones In On Pre-Bankruptcy Executive Bonuses
- Glass Lewis ’22 Voting Guidelines: Robust Disclosures Are Key for E&S Metrics and Incentives
- CEO & CFO Compensation: 600 Mid-Market Companies
- Refresher: Accounting for Stock Compensation Under ASC 718
- The Greenbrier’s Shareholder Engagement Disclosure
- Peer Groups: ISS Window Opens Monday
- Insurance Companies: Accounting Change May Affect LTIPs
- 19th Annual “Executive Compensation” Survey: Data on “Clawback Policies”
- ISS’s Proposed Policy Changes: No Big Changes Previewed for Voting on U.S. Pay
- Clawbacks: Can They Preempt State Labor & Employment Laws?
- Unintended Consequences of Benchmarking Pay: Female Executives Are Stuck At the Median
- Activision CEO’s “Total Comp” Now Entirely Linked to Gender Diversity Goals
- 2022 Proxy Season: Reminders for Upcoming Comp Committee Meetings
- ESG Metrics: Bigger Problems If You Get It Wrong
- ESG in Incentive Plans: No Going Back?
- Director Compensation: Outliers Are Rare
- Glass Lewis Launches Equity Plan Advisory Service
- Stock Compensation: Don’t Forget HSR Filing Requirements
- Clawbacks: SEC Reopens Comment Period!
- SEC Open Meeting Tomorrow! Re-Open “Clawbacks” Comment Period?
- CFO Pay: 2020 Levels Stayed Basic
- CEO Pay in the S&P 1500: Growing, But at a Slower Rate
- ISS Policy Survey Results: Lots of Support for a Longer-Term Pay-for-Performance Screen
- SEC Proposes Enhanced “Say-on-Pay” Voting Disclosure for Institutional Investment Managers
- ESG Metrics: Examples of “Carbon Reduction” in Pay Plans
- Democrat’s September 2021 Tax Proposal Would Directly Affect Executive Compensation
- Director Compensation: Pay Freezes Could Soon Thaw
- HSR Filing Failure Trips Up Another Corporation/Executive
- Dems Float Federal “Pay Ratio” Tax
- ISS’s Compensation Proxy Season Review: Director Pay Disclosures Are Improving
- Say-on-Pay: Responsiveness & Engagement Getting Even More Important
- Do Proxy Advisory Voting Businesses Actually Help Their Clients?
- Say-on-Pay: Big Companies Are Facing More Scrutiny
- Shareholder Litigation: Pandemic “Spring Loading”?
- “Mega Grants”: How to Get Stakeholder Buy-In
- ESG Incentives: Industry Differences
- CEO Pay: More About Ego Than Buying Power?
- Private Co’s: Secondary Markets Could Make Employee Equity More Valuable
- ISS Annual Policy Survey
- ISS Policy Survey: ESG Metrics, Longer-Term Pay-for-Performance Screen, and Mid-Cycle Pandemic Adjustments
- Shareholder Proposals: Proponents Losing Interest in Comp Topics… Except “Environmental Performance Metrics”
- ISS Expands its Discussion of Problematic Pledging of Company Stock
- Changing Nature of Work: What’s the Comp Committee’s Role?
- ISS Revises Its Rules on Company Stock Ownership Guidelines and Pledging
- Europe: ESG Metrics Could Become Mandatory for “Sustainable” Investments
- Equity Compensation After Delisting or Uplisting
- IRS Releases Updated Nonqualified Deferred Compensation (409A) Audit Technique Guide
- Looking Back at Company Responses to Low Say-on-Pay Vote Results
- Connection Between Pay Levels and Low Say-on-Pay Vote
- ESG Metrics: Beware “Unintended Consequences”
- Pay-for-Performance: Not Just Broken, But Actively Causing Harm?
- Peer Groups: ISS Window Opens Next Tuesday, Equilar’s Closes Tomorrow
- SEC Says Employee Manual’s Whistleblower Restriction Violates Exchange Act
- Anterix’ ESG Disclosure
- Pay-for-Performance Doesn’t Always Please Everyone
- Highest-Paid CEOs: 2020’s “Top 10” Are Nearly All New to The List
- At the Forefront in the Battle Over Compensation Clawbacks
- Perceived ESG Missteps Can Affect Pay Votes Too
- ESG Metrics: European Co’s Could Foreshadow U.S. Trends
- Activist Investors Complain That “Pay-for-Performance” is Juicing Pay Ratios
- ESG and Executive Pay: Example of “Supply Chain” Metrics
- Unfortunate Result in a Termination for Cause Case
- Director Pay Programs: Observations and Potential Changes to Watch
- ISS Vote Recommendation Impact: 2021 Vote Results and Trends
- Another Rendition to Expand Scope of Compensation Committees
- ESG Metrics: Don’t Bite Off More Than You Can Chew
- The SEC Introduces Uncertainty for Investors and Corporations, and Their Advisers
- Private Company Director Cash Compensation: Some Pay Retainers, Others Pay Meeting Fees
- Looking Forward: 2021 Incentive Design Trends
- Roadmap for Communicating IPO Equity Compensation
- Low Say-on-Pay Vote Result: A Plan to Demonstrate Responsiveness
- Say-on-Pay: Is “Rubber Stamping” Over?
- What’s Driving Lower Say-on-Pay?
- #MeToo & Severance: Company’s “Cause” Definition Prevails
- Working Remote: Most Companies Keep Comp “As Is” for Employees Moving to Lower-Cost Areas
- AllianceBernstein Wants to See ESG Linked to Pay & Outlines “Best Practices”
- Linking ESG to Pay: Considerations for Incorporating into Long-Term Incentive Plans
- Early Say-on-Pay Voting: BlackRock’s Votes “Against” Increase
- Rule 10b5-1 Trading Plans in the News
- Say-on-Pay: The Reckoning Continues
- COVID-19: Many Companies Adjusting Annual Incentives
- Pay Gap Proposals: What Leads to ISS Support
- Company Engagements Lead to Slowdown in Pay Equity Proposals
- Glass Lewis Report: More S&P 500 Companies Linking D&I Metrics to Comp Programs
- Tips for Linking Employee Engagement to Executive Pay
- Alphabet/Google Almost Links Executive Compensation to ESG Metrics
- Cybersecurity & Benefit Plans: DOL Issues Guidance for Plan Sponsors & Fiduciaries
- Large Investors Are Adding “Sustainability” to Executive Pay Voting Frameworks
- More on “Say-on-Pay: Is 2021 the Year of Reckoning?”
- Director Compensation: A Baby Step Into Bitcoin
- Legal & General Increased 2020 Comp Engagements & Votes “Against” Pay
- Trillium’s Say-on-Pay Voting Policy Sets a High Bar
- More on PBCs – Publicly Traded Corporation Converts to a Public Benefit Corporation
- Looming Challenge: Potential Rising CEO Pay Ratio
- Developments in the “Public Benefit Corporation” Space
- Litigation over Aspirational or Generic Disclosures on DE&I
- Is Pay Benchmarking Making CEOs Apathetic?
- Special Issues for SPACs
- Equity Incentive Plans: Return of “Evergreen” Provisions?
- Insight on State Street’s Say-on-Pay Abstentions & “Against” Votes
- Incorporating D&I Metrics in Pay Programs? Consider These Items First
- Succession Planning Under the Fed Guidance for Large Financial Institutions
- Fed Guidance for Large Financial Institutions
- New Checklist! “How-To” for ESG Metrics
- Say-on-Pay: Is 2021 the “Year of Reckoning”?
- Compensation in the Time of COVID – Starbucks’ Shareholders Vote Down Its SSOP Proposal
- Precisely How Might Companies Consider Tweaking their Definition of Change in Control Based on Recent Federal Court Decision
- Companies Might Consider Tweaks in their Definition of Change in Control Based on Recent Federal Court Decision
- 10-Year Look at Say-on-Pay Vote Outcomes & Proxy Advisor Impact
- CIC Arrangements Study: Cash Severance Multiples Trend Down
- Rule 701: 5 Things the SEC’s Proposal Could Change
- SPACs: The Fast-Moving Comp Process
- Proposed “Stimulus” Legislation Would Extend the Limits of 162(m) Even Further
- Work-from-Anywhere: Possible Step to Improve Pay Equity?
- ESG & Incentive Plans: Considerations for Moving Forward Cautiously
- COVID Pay Adjustments: Early Look at ISS’s Assessment
- Furloughed Employees: CEO Pay Ratio Considerations
- The Case for Awarding Equity to All Employees
- Another Perks Enforcement Action!
- Executive Compensation Linked to Diversity, Equity, and Inclusion (DE&I) Goals
- Peer Groups: Getting to “Yes”
- Linking ESG to Executive Pay: Sample Engagement & Disclosure Questions
- McDonald’s Puts Its Executives’ Money Where Its Mouth Is on HCM and D&I
- Conserving Cash: About that Bonus…
- 2020 Banner Year? Considerations for Setting 2021 Incentive Goals
- CEO Pay Increase Trends & Projections
- Clawbacks and Holdbacks
- Arjuna Continues Push for “Unadjusted Pay Gap” Disclosure
- Next-Gen “Clawbacks”: Mandatory Deferrals
- Measuring D&I Outcomes: Opportunities to Improve
- Effectiveness of Retention Grants: More of a Near Term Impact
- Proxy Season Theme? Linking Pay to Sustainability Progress
- Incorporating Stakeholder Measures: What Weighting Do Companies Use?
- Glass Lewis Details Its COVID-19 Pay Analysis
- “Human Capital” Questions for Comp Committees
- Director Pay: “Annual Limit” Trends
- Economic Challenges: May be Time to Revisit Change in Control Provisions
- Time-Vested Restricted Stock: Some Companies Opting for Simplification Amid COVID-19
- EIP Disclosure: Awards for Past Accomplishments
- Clawbacks: A Roadmap for Decision-Making
- Director Refreshment
- D&I Metrics in the Fortune 200
- “Reputational Harm” Clawbacks: Shareholders Press for Board Turnover, Including Comp Committee Chair
- Using ESG as a Modifier for Annual Bonuses
- Mid-Cap Annual & Long-Term Incentive Comp Trends
- Tying ESG to Compensation: Shift Toward More Sustainable Metrics?
- Realizable Pay Disclosures: Not Helping Your Say-on-Pay?
- ISS Updates FAQs for Compensation Policies and EPSC Evaluations in 2021
- Executive Chair Compensation: How Different is it from CEO Pay?
- Hot Off The Presses! Final Regulations Under Revised Section 162(m)
- Director Pay: 15% of Companies Temporarily Cut Retainers
- Woodward’s COVID-19 Disclosure
- Bankrupt Company’s Deferred Compensation Plan Funded by a Rabbi Trust — What Could Go Right? Hint: It’s Not 409A
- A “Quasi-Clawback”: Ain’t That The Truth!
- 2020 Say-on-Pay Naysayers
- Helpful Resources on Human Capital Management, Including a New Practice Area Now Up On CompensationStandards.com
- COVID-19 Pay Adjustments: Factors to Help Determine Most Appropriate Actions
- Carve Out Time to Reflect on Compensation Philosophy
- Adobe Becomes Latest Company to Disclose Pay Gap
- Follow-Up on “Section 409A Meets 162(m) and Some Plans and Agreements May Need to be Amended”
- Gender Pay Equity: Latest Twist for Diversity-Focused Derivative Suits
- Will Rule 14a-8 Amendments Slow Down “Pay Gap” Proposals?
- Section 409A Meets 162(m) and Some Deferred Compensation Plans and Agreements May Need to be Amended by December 31
- D&I Pay Targets: Best as a Downward Modifier?
- Recent Posts You May Have Missed
- COVID-19 Pay Adjustments: Detailed Disclosure Can Help Maintain Say-on-Pay Support
- SEC Proposes Temporary Rules to Facilitate Participation by Certain “Platform Workers” in Compensatory Offerings Under Rule 701 and Form S-8
- Large-Cap Annual & Long-Term Incentive Comp Trends
- Likely Priorities of the SEC in 2021
- Executive Compensation Policies: What’s “Standard” Now
- Stock Option Controls: A Cautionary Tale
- ISS Clarifies Approaches to Highly Paid “Independent” Directors & Pay Gap Proposals
- FAQs on Human Capital Management Disclosure
- Using Equity to Conserve Cash: Tips for Doing So Safely
- Evolution of Tech Sector Director Comp
- Another Look at ‘Early Filer’ Incentive Pay Decisions
- San Francisco’s New Pay Ratio Tax
- Pay Equity and Other Internal Assessments and Information — Don’t Forget the Attorney-Client Privilege!
- Bankruptcy Retention Awards: COVID Giving a Reprieve From Scrutiny?
- Pandemic-Based Discretion: Proceed With Caution
- Aspen Institute’s “Modern Principles for Sensitive & Effective Executive Pay”
- Stock Options Make a Comeback?
- Strategies for Problematic Stock Ownership Timeline Requirements
- Driven Incentive Changes Tracking Tool
- $174 Million Quasi-Clawback
- Other Issues Addressed by ISS’ Preliminary FAQs
- Business Roundtable Calls For Closing Pay Gaps
- Linking Executive Pay to Diversity: Starbucks Joins the Party
- CalPERS’ Pay-for-Performance Test Gets More Difficult
- ISS Preliminary FAQs on COVID-Related Incentive Plan Changes
- New ISS FAQs: COVID-Related Pay Decisions
- Outside Advisors Critical for Comp Committees
- Share-Based Compensation Report: Usage Trends
- Samples: Improving Your CD&A
- Industry-Based Compensation Survey: Interactive Tool
- “Short-Termism” & Incentives: Investors Say Complexity Is the Problem
- Another Perks Enforcement Action!
- Moving Forward: Linking D&I to Incentive Programs
- COVID-19 Impact on Incentive Design
- ISS Policy Survey Results: Expectations for COVID-19 Compensation Adjustments
- SEC Issues COVID-19-Related Perquisites C&DI
- Results of ISS’s Annual Policy Survey
- Pay Equity: California Bill Would Require Pay Data Reporting
- Study: COVID-19 CEO & Director Pay Actions
- Scorecard to Support Rationale of Discretionary Awards
- Director Compensation: Board Pay Flat, Leadership Pay Up
- CEO Pay: Annual Bonuses Down, Even Before Pandemic
- New IRS Form 1099-NEC for Non-Employee Compensation, Including Directors’ Fees
- D&I Metrics in Incentive Programs: Usually Discretionary
- Seagate Technology’s Overseas Assignment Disclosure
- Private Companies: LTIP Design Considerations
- Developing Best Practices in Human Capital Disclosure Now That It’s the Law
- Human Capital Disclosure Becomes the Law — Part 2
- Human Capital Disclosure Becomes the Law
- Pay Adjustments When COVID’s a Boon for Business
- COVID-19 Means Your CD&A Should Address ESG
- Performance Share Adjustments: Plan & Accounting Considerations
- Darden Restaurants’ CEO Pay Ratio Disclosure
- Update on the Purpose of a Corporation
- Investor Interest in Tying ESG to Executive Compensation
- Company Responses to Low Say-on-Pay Vote Results
- SEC Settlement Includes Repayment of Incentive Comp
- Framework for Executive Pay Adjustments
- Human Capital: Tipping Point for Board Involvement
- More on “RSUs: New IRS Memo Creates Payment Date & Tax Opportunities”
- COVID-Related Pay Decisions Will Dominate Next Year’s Proxy Season
- Supporting Stakeholder-Centricity Through Compensation
- NetApp’s “Three Questions” Solution
- ISS Policy Survey: Questions on Executive Compensation
- RSUs: New IRS Memo Creates Payment Date & Tax Opportunities
- Companies Changing Incentive Compensation Plan Performance Targets or Metrics Due to COVID-19
- Dodd-Frank: A Decade In, Where Do We Stand on Rulemaking?
- Follow-Up on SEC Final Rules for Proxy Voting Advice Businesses
- SEC Approves Final Rules to Reign in Proxy Voting Advice Businesses
- Factors Impacting 2020 Say-on-Pay Vote Outcomes
- Negative Say-On-Pay: “Blood in the Water” for Activists
- NYC Comptroller Ramps-up Call for EEO-1 Diversity Data
- New Proposed Rules on Compensation Clawbacks Are High on the SEC’s Regulatory Agenda
- Fall Shareholder Engagement: Prep Questions
- Trends in Mid-Cap Non-Employee Director Compensation
- Defer Annual Bonuses to 2021?
- Implementing Cost-Saving Measures: Non-Compete Considerations
- Reading IRS Proposed Regulations on Employer-Provided Commuting in the Era of Pandemic and Civil Unrest
- Equity Grants: Administrative Checklist
- Comp Committees: Time for a Greater “Human Capital” Role?
- Tesla & ISS’s Excessive Director Pay Policy
- Modifying Outstanding Equity: Is Repricing Back on the Table?
- ISS Illustrates How Compensation Committees Could Consider Adjusting Annual Incentive Goals in 2020
- Pay Ratio: COVID-19 Complications
- IRS Provides Guidance on the Timing and Amount of Tax Withholding for Stock Awards
- More on “Scrutiny of Executive Pay Continues”
- Stock Ownership Guidelines in Times of Market Volatility
- CEO Pay Study Shows Smaller Increase from Prior Years
- Reducing Employee & Director Pay? Contractual Obligation Considerations
- Modifying Performance Goals & Plan Limitation Considerations
- Mandated ESG Disclosure Coming Soon to Your Proxy Statement?
- Discretionary Pay Adjustments — Early Planning is Key
- Fluidigm’s Post-Employment Compensation Disclosure
- Jamie Dimon’s “Inclusiveness” Call to Action and Reorienting the Purpose of the Corporation to Serve All Stakeholders
- Compensation Peer Group Evaluation During Crisis
- Vanguard’s View about Executive Pay During COVID-19
- Stock Ownership Requirements: Temporary Waivers?
- COVID-19: Comp Committee Discussion Topics
- Trends in Non-Employee Director Compensation
- Compensation Committees and Human Capital Management – Get Ready for Your Close-Up
- COVID-19: Observations about Executive Compensation
- J.P. Morgan Tightens Comp-Related Voting Policies
- Kroger’s COVID-19 Disclosure
- Economic Volatility: Valuation Impacts
- Expect to See More Reporting in the “Bonus” Column of the Summary Compensation Table in 2021
- As You Sow “CEO Comp Report”
- Follow-Up on Potential Alternative to Repricing Underwater Stock Options
- Thinking of Reducing Director Equity Awards?
- More on “ESG & Compensation Plans: Proceed with Caution”
- Best Buy’s COVID-19 Disclosure
- Guide for Applying Discretion to Equity Awards
- A Potential Alternative to Repricing Underwater Stock Options?
- COVID-19: Another Look at Initial Reactions to Executive Pay
- Pandemic Impact on Director Pay
- ESG & Compensation Plans: Proceed with Caution
- COVID-19 Impact on Compensation Committee Oversight
- Pandemic Disclosures Begin to Appear in CD&As
- Temporary CEO Succession Planning
- 2020 Say-on-Pay Predictions & Early Results
- Gender Pay Gap Proposals Continue
- Another Take on “Unusual Executive Compensation Approach”
- ISS Issues Policy Guidance on the Impact of the COVID-19 Pandemic
- Study: S&P 500 Use of ESG Metrics
- J.C. Penney’s CD&A Highlights
- Reporting Requirements for Waived or Foregone Compensation
- More on “Addressing COVID-19 for Exec Comp Plans”
- Executive Compensation and Other Restrictions under the CARES Act – TARP Redux?
- The Top Compensation Consultants Speak
- Consider Everything During Crisis
- Love And Section 409A In The Time Of COVID-19
- Code Section 139 – Tax Free Aid To Employees
- Honeywell’s Compensation Risk Disclosure
- Addressing COVID-19 For Exec Comp Plans
- Poll Results: COVID-19 & Exec Comp Plans
- EVA Metrics and Short-Termism
- Clawback Policies: Suggestions for Strengthening
- Plan Participants Suing Over 409A Failures
- Unusual Executive Compensation Approach
- HSR Thresholds Adjusted for 2020
- What to Write About 162(m) Deductibility in the 2020 Proxy
- Saving the Best for Last: CD&A Focus
- Performance-Based Comp Considerations
- Tying ‘ESG’ to Executive Pay
- The Latest: Your Upcoming Proxy Disclosures
- Pre-IPO Peer Group Selection
- Relaxation of the Definition of “Control” Creates New Opportunities and Risks for Banking Organizations
- Hewlett-Packard Enterprise’s Director Compensation Disclosure
- New CECL Rules Suggest Review of Banking Organizations’ Incentive Compensation Plans
- Comp Committees and ESG To-Dos
- SEC Release on Key Performance Metrics Has Implications for Compensation Professionals Too
- Reg G: Not Coming to a CD&A Near You?
- Update on the Ongoing Saga of the SEC Rules on Proxy Advisory Firms
- How to Make CEOs Happy
- Telling a Story About Director Pay
- Engagement Disclosure Following Low Say-on-Pay Result
- TSR vs. CEO Pay: Which Grows Faster?
- Sonos’ Executive Compensation Highlights
- SEC Proposal to Update Accredited Investor Definition Has 162(m) Implications Too
- Clawbacks: Shareholders’ Continued Push for “Reputational” Triggers
- Discretion and Performance-Based Pay under the New 162(m) Proposed Regulations
- Navistar’s Disclosure Graphics
- High Pay Ratio Impacts Say-on-Pay…But “Spin” Won’t Help
- Fair Treatment for CFOs under the New 162(m) Proposed Regulations
- Proxy Season: Compensation Considerations
- Failed Say-on-Pay? Simply Paying Less Isn’t the Answer
- Great Western’s Director Compensation Disclosure
- 162(m): Proposal Would Limit Post-IPO & Transaction Deductibility
- Glass Lewis: Your Peer Group is Changing
- Small-Caps Jumping on “Pay-for-Performance” Bandwagon
- Expanding the Application of 162(m) Deduction Cap to Other “Publicly Held Corporations”
- Proposed Regulations Clarifying Section 162(m)
- Personal Jet Use: “Hidden” Corporate Costs
- CII’s Policy Overhaul: The Conversation Continues
- Buybacks & Equity Compensation: Match Made in Heaven?
- Gender & Racial Pay Gap: Intel Releases Detailed EEOC Data!
- Starbucks Joins Citi to Disclose Gender & Racial Pay Gap
- ISS Preliminary FAQs as to 2020 Compensation Policies
- Cisco’s Perquisites Disclosure
- Independent Security Studies Provide Tax Benefits and Protect Valued Executives
- Incentive Plans: How They’re Looking
- Books & Records: Getting “Say-on-Pay” Info Isn’t Proper Purpose
- Director Pay: Delaware Chancery Deals Procedural Blow to Plaintiffs
- But Wait! There’s More! SEC Proposes to Tighten Shareholder Proposal Thresholds
- More on “CalPERS’ Say-on-Pay Policy: No More Second Chances?”
- SEC’s “Proxy Advisor & Shareholder Proposal” Proposals Coming Next Week?
- Chapter 11 – Director Compensation
- Chapter 10 – Post-Employment: Change-in-Control & Severance Disclosures
- Evolving “Compensation Committees”: What’s in a Name?
- Say-on-Pay: ISS Endorsement No Longer a “Golden Ticket”
- “Realizable Pay” Could Be Making a Comeback – But The Devil’s In The Details
- 5 Steps for Tying Executive Pay to Sustainability
- “Pay” Shareholder Proposals Gain Traction
- SEC Settles Nissan Fraud Charges: Don’t Have the CEO Set Their Own Pay!
- Executive Pay: CII Policy Overhaul Says to “Get Back to Basics”
- M&A Conflicts: Court Says Undisclosed CEO Comp Discussions Potentially Material
- The Evolving Compensation Committee
- How to Prepare for a “Gender Pay Gap” Proposal
- Executive Pay: Still A “Lightening Rod” For Shareholders
- Big Banks (Still) Answering to Congress for Big Pay Ratios
- Glass Lewis Going “All In” With CGLytics…And Considering Pay-for-Performance Changes
- How Did Say-on-Pay Fare This Year?
- Private Company Director Pay: Meeting Fees Still Common
- Enhanced Scrutiny of Director Pay: Most Companies Aren’t Worried
- Avoiding an IPO Trainwreck: Comp Issues
- CEO Stock Ownership: “Skin in the Game” vs. Voting Control
- Executive Pay As a Way to Advance Diversity Efforts
- Pay Ratio: A Missed Opportunity to Explain Material Changes Between Years
- Are Your Noncompete Agreements Dying of Old Age?
- Human Capital Management: Defining the Compensation Committee’s Role
- 162(m) Is Gone, But What About Similar State Laws?
- Incentive Plans: Handling the Impact of Acquisitions
- Proxy Advisors: An Updated Set of “Best Practices”
- Performance Awards: Are We Reaching the Apex?
- CEOs Got Pay Hikes Twice That of Workforce
- Proxy Season Post-Mortem: The Latest Compensation Disclosures
- Using ‘Weighted Average Cost of Capital’ to Test Performance Targets
- Say-on-Pay: Shareholder Policies Getting More Complex?
- Buybacks: A Scapegoat for “Short-Termism”?
- What’s the “Latest Practicable Date” for S-4 Comp Tables?
- Termination: Working Through the Consequences
- Q&A Discussion Forum For CompensationStandards.com
- The Top Compensation Consultants Speak
- How to Use Cryptocurrency as Compensation
- Compensation Committee Disclosure
- Compensation Discussion & Analysis
- Perks & Other Personal Benefits
- Why Equity Mix Matters
- Private Company Equity Awards: Recent IPOs Reveal Trends
- Paying for “The Right” Performance
- How ISS Looks at “Realizable Pay”
- Clawbacks: Hertz Sues Former Execs For $70 Million Based on “Tone at the Top”
- Say-on-Pay: Triggers for State Street “Abstentions”
- Gender Pay Data: EEOC Reporting Now Required
- More on “Regulation G: Coming to a CD&A Near You?”
- Wachtell Lipton’s “Compensation Committee Guide”
- Regulation G: Coming to a CD&A Near You?
- Checklist: Executive Compensation Disclosure – Pay-for-Performance
- Director Compensation
- Pay Ratios
- Say-on-Pay Disclosure Issues
- 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
- 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
