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Posts

• 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 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
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• 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
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• 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
• 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
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• 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
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• More on “Say-on-Pay: Is 2021 the Year of Reckoning?”
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• Legal & General Increased 2020 Comp Engagements & Votes “Against” Pay
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• More on PBCs – Publicly Traded Corporation Converts to a Public Benefit Corporation
• Looming Challenge: Potential Rising CEO Pay Ratio
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• Litigation over Aspirational or Generic Disclosures on DE&I
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• Special Issues for SPACs
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• Incorporating D&I Metrics in Pay Programs? Consider These Items First
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• 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
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• 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
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• 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
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• 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
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• 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
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• 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
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• 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?
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• 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”
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• A Potential Alternative to Repricing Underwater Stock Options?
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• Another Take on “Unusual Executive Compensation Approach”
• ISS Issues Policy Guidance on the Impact of the COVID-19 Pandemic
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• 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

• 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