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Delaware Chancery Court addresses indemnification and advancement of legal expenses

  • Holland & Knight LLP
  • -
  • USA
  • -
  • March 26 2012

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

Chief Accountant reminds lawyers that GAAP and not the ABA-auditor treaty governs loss contingency disclosure

  • Holland & Knight LLP
  • -
  • USA
  • -
  • February 28 2011

At a recent New York Bar Association conference, Wayne Carnall, Chief Accountant of the SEC's Division of Corporation Finance, warned registrants to avoid relying on the long-standing ABA-auditor "treaty" between lawyers and auditors when deciding what to report about litigation contingencies in financial statements

SEC adopts changes to director election process for public companies

  • Holland & Knight LLP
  • -
  • USA
  • -
  • September 2 2010

On August 25, 2010, the Securities and Exchange Commission adopted new rules that require all U.S. public companies (and certain non-U.S. companies that comply with the U.S. proxy rules) to include in their proxy materials shareholder director nominees and shareholder proposals that seek to regulate the nomination and election of directors

SEC Division of Corporation Finance issues new CDIs on a variety of topics

  • Holland & Knight LLP
  • -
  • USA
  • -
  • March 14 2011

On March 4, 2011, the SEC's Division of Corporation Finance issued new Compliance and Disclosure Interpretations (CDIs) covering a variety of matters, including one on the CD&A, two on Rule 144, two on free writing prospectuses and two on director disclosures, as well as two others

SEC staff issued interpretations on change of accountants

  • Holland & Knight LLP
  • -
  • USA
  • -
  • January 24 2011

On January 14, 2011, the Division of Corporation Finance issued new CDIs regarding change of accountants

Delaware Supreme Court invalidates bylaw amendment

  • Holland & Knight LLP
  • -
  • USA
  • -
  • December 6 2010

On November 23, 2010, the Delaware Supreme Court invalidated a bylaw amendment adopted by the stockholders of a company at its September 2010 annual meeting that would have accelerated the date of the company's next annual meeting to January 2011

Delaware enjoins vote on merger pending curative disclosure

  • Holland & Knight LLP
  • -
  • USA
  • -
  • March 14 2011

On March 4, 2011, the Delaware Chancery Court enjoined a target from holding a shareholder meeting to vote on the approval of a merger agreement pending dissemination of curative proxy disclosure of both the amount of contingent fees to be paid to its investment adviser and the negotiations regarding the compensation that the CEO and president of the target would receive when he joined the acquirer after consummation of the merger

SEC Chairman Mary Schapiro discusses say-on-pay provisions and the timing for other Dodd-Frank rulemaking

  • Holland & Knight LLP
  • -
  • USA
  • -
  • November 21 2011

In a speech given on November 2, 2011, SEC Chairman Mary L. Schapiro discussed the regulations put in place through Dodd-Frank, specifically the say-on-pay provisions

PCAOB Chairman raises possibility of mandatory audit firm rotation in recent speech

  • Holland & Knight LLP
  • -
  • USA
  • -
  • June 20 2011

On June 2, 2011, the Public Company Accounting Oversight Board (PCAOB) Chairman, James Doty, spoke before the 30th Annual SEC and Financial Reporting Institute Conference about challenges in improving audit quality and confidence

Division of Corporation Finance issues “Dear CFO” letter questioning repurchase agreements

  • Holland & Knight LLP
  • -
  • USA
  • -
  • April 5 2010

On March 29, 2010, the Division of Corporation Finance staff posted a sample letter it provided to the chief financial officer of certain public companies requesting information about repurchase agreements, securities lending transactions, or other transactions involving the transfer of financial assets with an obligation to repurchase the transferred assets