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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
Delaware Court of Chancery applies entire fairness standard to majority stockholder's debt conversion
- Holland & Knight LLP
- -
- USA
- -
- August 9 2010
On May 28, 2010, the Delaware Court of Chancery held that the former controlling stockholder of a company had not established the entire fairness of a debt conversion transaction entered into between the company and the controlling stockholder
Delaware chancery court adopts standard for controlling stockholder going private transactions
- Holland & Knight LLP
- -
- USA
- -
- June 7 2010
The Delaware Court of Chancery held that the "entire fairness" standard of review applies to a going private transaction (tender offers and mergers) initiated by a controlling stockholder unless the transaction is both (i) negotiated and affirmatively recommended by a special committee of independent directors and (ii) conditioned on the affirmative tender or approval of a majority of the minority stockholders
SEC’s Chief Accountant addresses status of accounting and auditing standards projects
- Holland & Knight LLP
- -
- USA
- -
- June 7 2010
On May 21, 2010, the SEC's Chief Accountant, James Kroeker, testifying before a Subcommittee of the U.S. House Committee on Financial Services, addressed the status of various accounting and auditing standards matters that the SEC is working on in conjunction with the Financial Accounting Standards Board (FASB) and the Public Company Accounting Oversight Board (PCAOB
Corporate governance amendments included in manager amendment to Senator Dodd bill
- Holland & Knight LLP
- -
- USA
- -
- April 19 2010
On March 22, 2010, the Senate Committee on Banking, Housing and Urban Affairs approved a 114-page Manager's Amendment to the bill introduced by Senator Dodd titled, "Restoring American Financial Stability Act of 2010" (the "2010 Bill"
SEC grants order staying effectiveness of proxy access rules
- Holland & Knight LLP
- -
- USA
- -
- October 11 2010
On October 4, 2010, the SEC granted a stay of its proxy access rules pending resolution of the Business Roundtable and Chamber of Commerce petition for review of such rules with the DC Circuit Court of Appeals
SEC proposes asset-backed securities disclosure rules
- Holland & Knight LLP
- -
- USA
- -
- October 25 2010
On October 14, 2010, the SEC proposed asset-backed securities disclosure rules in accordance with Sections 932 and 945 of the Dodd-Frank Act
FASB Proposes Changes to the Goodwill Impairment Test
- Holland & Knight LLP
- -
- USA
- -
- October 25 2010
On October 6, 2010, the Financial Accounting Standards Board (FASB) proposed two critical changes to the way companies test for impairment of goodwill as part of an accounting standards update on Topic 350
Court of Chancery affirms validity of bylaw accelerating timing of annual meeting
- Holland & Knight LLP
- -
- USA
- -
- October 25 2010
In a case of first impression, the Delaware Court of Chancery considered the validity of a shareholder proposed bylaw amendment that would cause the company's annual meetings to be held in January of each year as opposed to August when the meetings have historically been held
FASB to issue revised exposure draft on loss-contingency disclosures
- Holland & Knight LLP
- -
- USA
- -
- May 3 2010
On April 14, 2010, the Financial Accounting Standards Board (FASB) decided to revise the proposed quantitative and qualitative disclosure requirements in its original Exposure Draft relating to disclosures on loss contingencies and to issue a revised Exposure Draft in May 2010
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- Author - Kara MacCullough