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NYSE deems group of governance proposals to be "non-routine"

Holland & Knight LLP
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USA
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February 7 2012

On January 25, 2012, the NYSE released Informational Memo 12-4 which announced revisions to the applicability of Rule 452 to certain types of corporate governance proxy proposals

Delaware Chancery Court addresses indemnification and advancement of legal expenses

Holland & Knight LLP
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USA
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March 26 2012

A recent opinion from the Delaware Chancery Court addresses directors' and officers' indemnification and advancement rights

SEC settles Regulation FD violations regarding trust preferred redemption

Holland & Knight LLP
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USA
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December 12 2011

On November 22, 2011, the SEC announced a settlement regarding Regulation FD violation allegations

SEC issues guidance on the use of social media to disclose company information

Holland & Knight LLP
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USA
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April 15 2013

On April 2, 2013, the SEC provided guidance on the use of social media to disclose company information in a Report of Investigation under Section

SEC issues final rules on beneficial ownership reporting requirements for security-based swaps

Holland & Knight LLP
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USA
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June 20 2011

To preserve the application of the SEC's existing beneficial ownership rules to persons who purchase or sell security-based swaps, on June 8, 2011, the SEC readopted without change the relevant portions of Rules 13d-3 and 16a-1

SEC provides guidance on road show internet broadcasts by companies that are not registered broker-dealers

Holland & Knight LLP
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USA
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June 6 2011

On May 6, 2011, the staff of the Division of Trading and Markets of the SEC issued a no-action letter stating that it would not recommend enforcement action to the SEC against Roadshow Broadcast, LLC, or its officers, directors and employees under Section 15(a) of the Exchange Act if Roadshow Broadcast, for a flat service fee, transmits over the Internet, without registering as a broker or dealer, road shows that relate to public offerings of securities

Changes to form 10-Q and 10-K: mine safety disclosures

Holland & Knight LLP
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USA
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February 7 2012

On January 27, 2012, changes to Forms 8-K, 10-Q, 10-K, 20-F and 40-F under the Securities Exchange Act of 1934 went into effect which apply to all companies, even if there is no mine safety disclosure required

Federal court holds that stock trades pursuant to 10b5-1 plans are evidence of scienter

Holland & Knight LLP
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USA
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February 7 2012

On November 23, 2011, the U.S. District Court for the Southern District of California denied a motion for summary judgment made by defendants in a securities fraud class action based, in part, on the grounds that the defendants' 10b5-1 trading plans were evidence of scienter

ISS publishes draft proxy voting guidelines

Holland & Knight LLP
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USA
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November 7 2011

On October 18, 2011, Institutional Shareholder Services, Inc. (ISS) published for comment its proposed 2012 updates to its proxy voting guidelines

SEC issues alert on strengthening compliance practices for underwriting muni bonds

Holland & Knight LLP
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USA
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March 26 2012

On March 19, 2012, the SEC issued a risk alert on compliance measures to assist broker-dealers in fulfilling their due diligence duties when underwriting offerings of municipal securities

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