Articles: 11-20 of 23
Low Vote Share Debate Heats Up
USA - March 20 2018 The debate over the propriety of offering low or no-vote shares in IPOs has been at a slow boil for years. But since no-vote shares were first offered…
Annual Total Compensation under the Pay Ratio Disclosure Rule
USA - February 22 2018 Although adopted back in 2015, the SEC’s pay ratio disclosure rule has been receiving a lot of attention lately, as companies grapple with it for the…
Issue-spotting SEC Reporting Suspension Under Exchange Act Section 15(d)—The Real Hotel California Problem
USA - January 30 2018 Section 15(d) of the Securities Exchange Act of 1934 requires an issuer who files a registration statement under the Securities Act of 1933 to file…
The Businesses Judgment Rule: Time for Conceptual Clarity
USA - December 19 2017 I wager that most readers of this post misunderstand the “business judgment rule” in some important regard, regardless of years of practice experience…
Proposal to Change from Quarterly to Annual Periodic Reporting
USA - October 11 2017 This post is not about a recent development or practice tip. It is a “trial balloon” to test, in a public forum, my outlier but serious proposal that…
Delaware Encourages Use of “Blockchain” Technology for Corporate Recordkeeping
USA - August 27 2017 Amendments to the Delaware General Corporation Law (“DGCL”) allowing for the use of “distributed ledgers”, or “Blockchain” technology, for corporate…
SEC Expands Confidential Review of IPO Registration Statements
USA - August 24 2017 The SEC announced earlier this summer (and supplemented that announcement late last week with additional information) that it has expanded the…
Big Changes Coming to the Form and Substance of Auditor’s Reports
USA - July 25 2017 In early June, the PCAOB adopted a new auditing standard (AS No. 3101) that will fundamentally change the format and substance of the audit reports…
Regulation 14C and the Effectiveness of a Non‑Unanimous Shareholders’ Written Consent
USA - June 5 2017 Securities lawyers know that the regulatory regime for disclosure and shareholder communications under the Securities Exchange Act of 1934, as amended…
The Sexennial Vote On Frequency of Say-on-Pay: Know When to Say When, or Risk Compromising S-3 Eligibility
USA - May 16 2017 We are in the bloom of annual meeting season for calendar year filers. Reporting companies are dutifully reporting annual meeting results under Item 5…
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