The recent settled SEC enforcement action, and related criminal proceeding resolved with a deferred prosecution agreement, against Lumber Liquidators is a reminder of the need for accurate and complete disclosure even when responding to adverse publicity that can harm the company.[1]
Lumber Liquidators, a seller of discount hardwood flooring,
On January 29, 2019, the SEC announced settled enforcement actions against four companies for failures to maintain internal control over financial reporting (“ICFR”) as required by Section 13(b)(2)(B) of the Securities Exchange Act and Rule 13a-15 over extended periods even though in most cases material weaknesses in their ICFR were
On December 18, 2018, the Securities and Exchange Commission (the “SEC”) adopted final rules requiring companies to disclose in proxy or information statements for the election of directors any practices or policies regarding the ability of directors or employees to engage in certain hedging transactions with respect to company equity
On December 19, as directed by Congress, the Securities and Exchange Commission adopted amendments to Regulation A that will enable companies that are subject to the reporting requirements of Securities Exchange Act of 1934 to use Regulation A. The amendments also permit these reporting companies to meet their Regulation A
The 2019 proxy season is almost upon us. This QuickStudy recaps some important policy updates from Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”) and new disclosure requirements to keep in mind as proxy preparations begin in earnest this winter.ISS and Glass Lewis 2019 Voting
On October 16, 2018, the Securities and Exchange Commission (“SEC”) issued an investigative report (see here) pursuant to Section 21(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) warning public companies that become victims of cyber-related frauds that they may violate the federal securities laws if they
Overview
A confidentially marketed public offering (CMPO), sometimes referred to as a wall-crossed offering or premarketed offering, is an offering that is initially marketed to specific institutional investors who may have an interest in purchasing the issuer’s securities. During this initial, confidential phase, no public announcement of the offering is
Initial public offerings (IPOs) have long been viewed as the most significant event for a business. An IPO marks the first time a company offers shares of its equity securities to the general public. Entrepreneurs and investors typically use their IPO to gain access to broad capital markets needed to