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Stinson LLP | USA | 11 May 2021

Votes Compelled by Stockholders Agreement Do Not Count Towards Corwin Cleansing

In connection with an M&A transaction, in In Re Pattern Energy Group Inc. Stockholders Litigation the Delaware Court of Chancery determined that that…
Article

Stinson LLP | USA | 8 May 2021

Delegating Preparation of Proxy Statement to Management was an Unexculpated Act of Bad Faith

In Re Pattern Energy Group Inc. Stockholders Litigation involved an M&A transaction where the sales process of Pattern Energy Group Inc. was run by…
Article

Stinson LLP | USA | 29 Apr 2021

SEC Charges Eight Companies for Failure to Disclose Complete Information on Form NT

The Securities and Exchange Commission charged eight companies for failing to disclose in SEC Form 12b-25 filings, commonly known as Form NT, that…
Article

Stinson LLP | USA | 23 Apr 2021

House Passes Legislation Addressing 10b5-1 Plans

The House of Representatives has passed the “The Promoting Transparent Standards for Corporate Insiders Act” (H.R. 1528) by a vote of 355-69…
Article

Stinson LLP | USA | 20 Apr 2021

House Committee Considers Legislation Requiring Disclosure of Political Spending, ES&G Metrics and Diversity

The House Committee on Financial Services is considering legislation on a number of matters that would affect public companies. An example of some of…
Article

Stinson LLP | USA | 12 Apr 2021

SEC Risk Alert Notes Deficiencies in ESG Investing Processes

The SEC Division of Examinations has issued a Risk Alert to highlight observations from recent exams of investment advisers, registered investment…
Article

Stinson LLP | USA | 7 Apr 2021

FINCEN Takes Steps Toward Preparing Regulations for Beneficial Ownership Reporting Under the Corporate Transparency Act

FinCEN has issued an Advance Notice of Proposed Rulemaking, or ANPRM to solicit public comment on a wide range of questions related to the…
Article

Stinson LLP | USA | 6 Apr 2021

NYSE Completes Amendments to Shareholder Approval and Related Party Requirements

The NYSE has amended the Listed Company Manual regarding shareholder approval requirements for the issuance of securities and certain related party…
Article

Stinson LLP | USA | 1 Apr 2021

SEC Warns SPAC Targets the Road May be Difficult

The SEC issued two pieces of guidance on special purpose acquisition companies, or SPACs. One piece, styled as a statement by Paul Munter, Acting…
Article

Stinson LLP | USA | 31 Mar 2021

Court Finds Buyer is not Required to Return Cash in Purported “Cash Free, Debt Free” Deal

Deluxe Entertainment Services Inc. v. DLX Acquisition Corporation involved a stock purchase agreement where Plaintiff Deluxe Entertainment sold all…
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