Related insights: Shareholder, Securities and Derivatives Litigation


ISS Publishes New FAQs on COVID-Related Compensation Decisions and Provides Guidance on Other Governance Matters

Oct 26 2020
On October 15, 2020, Institutional Shareholder Services, Inc. (“ISS”) published preliminary FAQs providing general guidance as to how ISS may assess COVID-related executive compensation decisions as part of its regular pay-for-performance qualitative evaluation for the upcoming proxy season. This Client Alert provides a summary of the preliminary FAQs as well as compensation and governance-related takeaways from recent ISS and Glass Lewis updates.

SEC Adopts Amendments to Modernize Shareholder Proposal Rule

Oct 06 2020
The U.S. Securities and Exchange Commission (SEC) recently adopted final rules to modernize Rule 14a-8 governing shareholder proposals. The final rules aim to ensure that shareholder-proponents demonstrate a sufficient economic stake or investment interest in a company prior to attempting to effectuate change at the company.

Transacting in a Remote Work Environment: A Primer on Electronic Transactions and Electronic Signatures

Oct 05 2020
The pandemic has accelerated the shift away from ink-and-paper and toward electronic signatures and records. Such electronic options offer not only convenience, but also safety (in the form of social distancing) and security (via sophisticated encryption and audit trail features). But before using an electronic signature platform in a transaction, there are a number of issues attorneys must consider—both in terms of legal compliance and enforceability as well as best practices for a real-world transaction.

SEC Expands Definition of Accredited Investor

Sep 03 2020
On August 26, 2020, the Securities and Exchange Commission adopted final rules amending the definitions of both an “accredited investor” under Rule 501 of Regulation D and a “qualified institutional buyer” under Rule 144A of the Securities Act of 1933, as amended. The purpose of these amendments is to update and improve the definitions in order to identify individual and institutional investors which do not need the additional protections afforded by registration under the Securities Act.

SEC Adopts Final Rules to Modernize Business, Legal Proceedings, and Risk Factor Disclosure

Sep 02 2020
On August 26, 2020, the Securities and Exchange Commission adopted final rules to update Items 101 (Description of Business), 103 (Legal Proceedings), and 105 (Risk Factors) of Regulation S-K, marking the first significant changes to these rules in over 30 years. These rules continue the SEC’s initiative to modernize and simplify disclosure requirements to reduce the disclosure of duplicative or immaterial information, enhance the quality of information provided to investors, and improve the efficiency of a company’s compliance efforts.

SEC Simplifies Financial Disclosures for Acquisitions and Dispositions

May 29 2020
The U.S. Securities and Exchange Commission (SEC) recently adopted amendments to the financial disclosure requirements in Regulation S-X for acquisitions and dispositions of businesses. These amendments are part of the SEC’s continuing initiative to improve the quality and efficiency of such disclosure and facilitate more timely access to capital.

The Benefits, Concerns and Considerations of Remote Depositions and Mediations in the COVID-19 Climate

Apr 28 2020
Remote depositions and mediations have been taking place for more than 20 years. As videoconferencing tools have improved (think Webex, Zoom, etc.), business litigators and their client have become increasingly comfortable conducting such sessions in a remote setting. The COVID-19 crisis has accelerated the pace of conducting depositions and mediations via videoconference. Sessions that just a few weeks ago may have been conducted in person now must be conducted remotely due to public health concerns and related stay-at-home orders.

Remote Shareholders’ Meetings Authorized and Encouraged for North Carolina Corporations in COVID-19 Environment

Apr 03 2020
On April 1, 2020, North Carolina Governor Roy Cooper issued Executive Order No. 125, which permits and encourages corporations incorporated in North Carolina to conduct all or any part of a shareholders’ meeting solely by means of remote communication during the current state of emergency in North Carolina. The Executive Order is effective for 60 days, unless earlier rescinded or replaced, and applies for North Carolina corporations holding, commencing, or sending formal notice to their shareholders of such a meeting during the state of emergency.

Congress Strikes Deal on $2 Trillion COVID-19 Aid & Stimulus Package

Mar 25 2020
Senate leaders have struck a historic deal to support the U.S. economy with approximately $2 trillion in aid in response to the coronavirus pandemic. This is the largest rescue package in American history. The legislation contains direct payments to Americans, an aggressive expansion of unemployment insurance, billions in aid to large and small businesses, and a new wave of significant funding for the health care industry.