Derivative actions play an important role in policing corporate insider conduct and compliance by directors and controlling stockholders with their fiduciary duties. A derivative action enables a stockholder, upon satisfaction of applicable requirements, to bring litigation on behalf of the corporation challenging, for example, conflict of interest transactions, the adequacy
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Locke Lord QuickStudy: SEC Streamlines Financial Statement Requirements for Acquired and Disposed Businesses
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SEC Provides Temporary Relief to Permit Expedited Crowdfunding Offerings in a Time of COVID-19
Picking up on suggestions from its Small Business Capital Formation Advisory Committee, the SEC has adopted a temporary rule to permit small businesses eligible to do a Regulation Crowdfunding offering that have been operating for at least six months to have access to capital through August more quickly by streamlining…
SEC and PCAOB Issue Warning on Risks of “Emerging Markets” Investments
On April 21, 2020, in a Statement by SEC Chair Jay Clayton, PCAOB Chair William Duhnke and senior SEC officials here, the SEC and the PCAOB called attention to the special risks of “emerging markets” investing, particularly in foreign and U.S. companies with significant operations in China. This follows…
Private Offerings After Testing-the-Waters
The SEC recently proposed allowing all issuers (not just emerging growth companies) to test-the-waters with qualified institutional investors (QIBs) and institutional accredited investors (IAIs) before and after filing a registration statement.[1] The commentary about this proposal has focused primarily on the ability to talk to investors without its being…
Corp Fin Issues New Staff Legal Bulletin on Excluding Shareholder Proposals
On October 23, 2018, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission issued Staff Legal Bulletin No. 14J (available here) (“SLB No. 14J”), which provides the Division’s latest views on the scope and application of the “economic relevance” exception (Rule 14a-8(i)(5)) and the “ordinary…