Enforcement Actions

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The Delaware courts have long prided themselves on the contractarian character of their approach to interpreting and enforcing agreements.  In the M&A context, this has meant holding parties to the transaction they agreed to do, as reflected in IBP, Inc. v. Tyson Foods, Inc., 789 A.2d 14 (Del. Ch. 2001),…

As discussed in more detail in our QuickStudy (available here), on August 17, 2018 the Securities and Exchange Commission (the “SEC”) adopted numerous amendments to its disclosure requirements that were intended to simplify compliance for issuers by eliminating certain redundant, overlapping, outdated or superseded disclosure requirements (the “Disclosure Simplification…

On September 13, 2018, following the lead of other federal agencies, SEC Chairman Jay Clayton issued a reminder that SEC staff positions are nonbinding and create no enforceable legal rights or obligations of the Commission or others, and thus is to be distinguished from actions by the Commission (https://www.sec.gov/news/public-statement/statement-clayton-091318…

Few things annoy a company more than when a short-seller starts bad-mouthing the company to drive down its share price and the company can do little about it.  Now, as a result of a recent SEC enforcement action, there may be some recourse against such troublesome activity.  On September 12,…