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Results: 11-20 of 72

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 proposes rules requiring disclosure of incentive-based compensation arrangements at financial institutions
  • Holland & Knight LLP
  • USA
  • March 14 2011

On March 2, 2011, the SEC proposed rules that require certain financial institutions to disclose the structure of their incentive-based compensation practices and prohibit such institutions from maintaining compensation practices that encourage inappropriate risks


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 issues new Staff Accounting Bulletin Number 114
  • Holland & Knight LLP
  • USA
  • March 14 2011

On March 7, 2011, the SEC's Office of the Chief Accountant and Division of Corporate Finance jointly issued Staff Accounting Bulletin (SAB) Number 114, which revises or rescinds portions of the interpretative guidance included in the codification of the SAB Series


Say on pay: companies failing to garner majority support
  • Holland & Knight LLP
  • USA
  • March 28 2011

According to ISS Voting Analytics data as of March 22, 2011, over 90 of companies have garnered majority support in their say on pay votes; however, four companies have failed to receive majority support in their say on pay votes during the 2011 proxy season


SEC issues interpretive guidance on liquidity and capital resources disclosures and proposes rules addressing short-term borrowings disclosure
  • Holland & Knight LLP
  • USA
  • January 7 2011

On September 17, 2010, the SEC issued interpretive guidance on liquidity and capital resources disclosures and proposed rules regarding short-term borrowing disclosures in Management's Discussion and Analysis (the "MD&A"


Delaware chancery court refuses to certify a class in connection with recapitalization plan
  • Holland & Knight LLP
  • USA
  • September 27 2010

The Delaware Court of Chancery refused to certify a class action by minority shareholders alleging material non-disclosures in connection with a recapitalization plan approved by the written consent of less than all of the shareholders under 8 Del


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


Delaware Chancery Court decides case on timing of annual stockholders meetings and advance notice requirements for stockholder proposals
  • Holland & Knight LLP
  • USA
  • June 20 2011

On June 3, 2011, the Delaware Court of Chancery refused to enjoin a stockholders meeting and enforced an advance notice requirement regarding stockholder proposals imposed by the company's proxy statement rather than its bylaws


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