Practice Area Blogs & Digests

Typically, a public offer to purchase a substantial amount of a company’s debt or equity securities must remain open for 20 business days, in order to allow holders sufficient time to make an informed decision to participate.

In Stratte-McClure v. Morgan Stanley, the Second Circuit held that the MD&A disclosure rules set forth in Item 303 of Regulation S-K can give rise to a Rule 10b-5 claim.

The NYSE has proposed amending its listing standards to exempt early stage companies from the requirement to obtain shareholder approval before issuing shares to related parties and affiliates.

The campaign by institutional investors to give shareholders the ability to nominate directors of U.S. public companies using the company’s ballot shows no signs of slowing and continues to evolve.

Pending a staff review of the scope and application of Exchange Act Rule 14a-8(i)(9), it will “express no views on the application of [that rule] during the current proxy season.”

Vanguard CEO Bill McNabb revealed that Vanguard was asking the U.S. companies in which it invests to establish shareholder liaison committees in an effort to improve corporate governance.

As mandated by the JOBS Act, the SEC recently proposed changes to the thresholds for registration, termination of registration and suspension of reporting under Section 12(g) of the Exchange Act.

A recent decision by the Delaware Supreme Court provides companies another tool to control the forum for costly stockholder derivative litigation.

ISS recently issued FAQs addressing two of its 2015 proxy season policy updates, namely its new equity plan scorecard approach and its policy on independent board chair proposals.

In this article, you will be provided a legal background on software license disputes and tips to consider in interacting with the BSA.