On August 6, 2021, the U.S. Securities and Exchange Commission approved Nasdaq’s proposed rule regarding diversity of boards of directors.[1] The approved rule requires that most companies listed on Nasdaq (i) “[p]ublicly disclose board-level diversity statistics using a standardized template,” and (ii) “[h]ave or explain why they do not
Uncategorized
Charges Against Nikola Founder Provide Reminder to Use Caution in All Public Statements and Offer Governance Lessons
By Eugene McDermott on
On July 29, 2021, both the SEC and the U.S. Attorney for the Southern District of New York announced charges against Trevor Milton, the founder, former CEO and former executive chairman of Nikola Corporation, a company engaged in the development of electric trucks. The complaint and indictment allege a series…
SEC Reminds Companies That Earnings Management Can Have MD&A Consequences
By Stanley Keller on
Posted in Uncategorized
In a settled enforcement action against Under Armour Inc. announced on May 3, 2021 the SEC reminded companies that managing earnings, even if accounted for correctly, can have MD&A implications triggering disclosure obligations. According to the SEC order, Under Armour, in order to meet analyst projections and sustain its 20%…
SEC Provides Reminder that Form 12b-25 is a Disclosure Document
By Stanley Keller on
The SEC’s Division of Enforcement announced on April 29, 2021 settled enforcement actions against eight companies for failure to adequately disclose the reasons for their inability to timely file their Form 10-Ks or Form 10-Qs when filing a Form 12b-25 (commonly known as “Form NT”) to extend the time to…
Join Us for a Complimentary Webinar: Gearing up for Privacy & Cybersecurity in 2021
By Stephanie Keller on
Posted in Uncategorized
Organizations continue to face new issues, regulations and threats relating to privacy and cybersecurity. Over the next few months, Locke Lord lawyers will tackle some of your most pressing concerns in a series of complimentary webinars discussing practical, real-world challenges facing organizations, including compliance, business operations, data incidents, and investigations,…
Continued SEC Focus on SPACs
By Rob Evans on
As we discussed in our posting at the end of 2020, “SEC Focus on SPACs“, special purpose acquisition companies (SPACs) have become an important investment vehicle and source of M&A activity and the focus of heightened attention from the SEC staff. SPAC transactions include initial public offerings and…
Locke Lord QuickStudy: Delaware Court of Chancery Reminds That Rights Plans Have Limits
By Stanley Keller on
Posted in Corporate Governance, Uncategorized
The Delaware Court of Chancery, in The Williams Companies Stockholder Litigation, 2021 WL 754593 (Del. Ch. Feb. 26, 2021), struck down a shareholder rights plan (commonly known as a “poison pill”) adopted by The Williams Companies, Inc. at the outset of the pandemic that depressed the energy industry in…
SEC Focus on SPACs
By Rob Evans on
Special purpose acquisition companies (SPACs) have become an important investment vehicle and source of M&A activity. SPAC transactions include aspects of both initial public offerings and business combinations.
In 2020, we’ve seen a surge in new SPAC IPOs (particularly as a percentage of overall IPOs), the amount of capital raised…
Delaware Decision Has Lessons for Lenders and Others
By Stanley Keller on
On December 8, 2020, the Delaware Court of Chancery in Stream TV Networks, Inc. v. SeeCubic, Inc.[1] upheld a unique structure established by secured lenders to protect their interests and in doing so the Court addressed a number of corporate law issues.
Stream TV Networks, Inc. (“Stream“) was a…
SEC Revision of MD&A – Focus on Future Uncertainties Disclosure
By Stanley Keller on
The Securities and Exchange Commission has continued its effort to update and streamline the disclosure requirements for filings with the SEC. In November, the SEC adopted amendments to the rules for Management’s Discussion and Analysis and related financial disclosures. [1] MD&A, because of its principles-based nature, is among the most…