The Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) has issued new guidance on the ability of companies to exclude shareholder proposals from their proxy statements under the “ordinary business” and “economic relevance” exclusions of...
On February 1, 2018, the amendments to the New York Stock Exchange Listed Company Manual adopted in August 2017 become effective. These amendments will require listed companies to notify the NYSE at least 10 minutes before a company announces any dividend or stock distribution or the fixing of a record date for any dividend or stock distribution, even if the announcement is made outside of market hours...
On December 13, 2017, the Delaware Supreme Court issued a decision in In re Investors Bancorp, Inc. Stockholder Litigation, holding that director compensation awards made pursuant to an equity compensation plan that permits a board of directors discretion in making such awards will not be reviewed under the business judgment rule, which treats them as presumptively valid. Rather, such discretionary awards will be subject to review under the entire fairness standard, which places the burden of proof on the directors to show that the award process and amounts were objectively fair to the corporation and its stockholders...
The Securities and Exchange Commission has approved a revised version of the previously proposed New York Stock Exchange rule that will prohibit listed companies from issuing material news after the close of trading (generally 4:00 p.m. Eastern Time) until the earlier of the publication of the company’s official NYSE closing price or five minutes after the close of trading. The revised version, which was effective immediately, provides an exception that permits listed companies to publicly disclose material information following a non-intentional disclosure in order to comply with Regulation FD...
In a decision that will have significant implications for M&A litigation involving Massachusetts corporations, on March 6, the Massachusetts Supreme Judicial Court held that a shareholder challenge to a proposed merger generally must be brought as a derivative action on behalf of the corporation.
The Securities and Exchange Commission has adopted final rules that will require companies to include active hyperlinks to exhibits in most registration statements filed under the Securities Act of 1933 and most reports filed under the Securities Exchange Act of 1934. The final rules will also require companies to file most registration statements and reports in HTML format, rather than ASCII.
The staff of the Division of Corporation Finance of the Securities and Exchange Commission has issued three additional responses to company no-action requests to exclude shareholder-proposed amendments to proxy access bylaw provisions previously adopted by the company ...
The SEC has proposed amendments to its proxy rules that would require the use of universal proxy cards in contested director elections, and would change the rules governing disclosure of shareholder voting options and standards in both uncontested and contested director elections...
A new California law requires public pension and retirement systems to obtain and publicly disclose information about their investments into venture capital, private equity, hedge and absolute return funds. The law appears to have been specifically crafted to disrupt prior efforts to shield such information from public disclosure. General Partners should anticipate significant demands for information regarding both new and pre-existing investments ...
Recent enforcement activity by the Department of Justice (that required restructuring a live transaction) and the Federal Trade Commission makes clear that enforcement of Section 8 of the Clayton Act, the prohibition against interlocks between competitors, is alive and well. Board members and officers must be on alert to avoid any instance of serving on the Boards or executive teams of competitors. Failure to follow....