Delaware law usually protects directors in making good faith business decisions.  However, the recent Delaware Court of Chancery AmerisourceBergen1 decision signals a two-part trend of (i) increased stockholder access to corporate information through Section 220 books and records demands and (ii) the willingness of Delaware courts to entertain Caremark

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The Securities and Exchange Commission, on January 30, 2020, issued guidance to reporting companies about the use of key performance indicators and other metrics, including those that are non-GAAP financial measures, in Management’s Discussion and Analysis (Release 33-10751).  The SEC also proposed to amend Regulation S-K and MD&A,…

On December 30, 2019, the SEC issued a Statement of the Chairman, the Director of the Division of Corporation Finance and the Chief Accountant to remind audit committees, in anticipation of the year-end financial reporting season, of their responsibilities and to assist them by identifying some specific areas of focus.…

On December 18, 2019, the Securities and Exchange Commission, on a 3 to 2 vote, proposed amendments to the definition of “accredited investor” in order to update that definition and expand the investors that would qualify as accredited investors able to participate in private offerings.[1]  The definition of “accredited…

The 2020 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 2020 Voting Policy

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On October 9, 2019, the Internal Revenue Service (“IRS”) issued guidance relating to cryptocurrencies in the effort to educate taxpayers about their tax obligations with respect to transactions involving digital assets.1 This is the first comprehensive guidance the IRS has provided since 2014, when the IRS issued Notice 2014-12,

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Delaware law usually protects directors in making good faith business decisions.  However, sometimes the failure of directors to oversee a company’s compliance with legal requirements will be so troublesome that this is not the case – providing the basis for a “Caremark claim.”  In a recent decision, the Delaware Court…

The Securities and Exchange Commission, on September 26, 2019, adopted the expanded testing-the-waters relief it proposed in February.  The JOBS Act permitted emerging growth companies (EGCs) to test the waters prior to or after filing a registration statement.  The SEC’s new Rule 163B (the Rule) expands that permission to all…

On September 6, 2019, the SEC’s Division of Corporation Finance announced two notable revisions to its approach to handling no-action requests by companies seeking to exclude shareholder proposals under Rule 14a-8.

SEC Staff may decline to state a view with respect to a company’s asserted basis for exclusion.

Rule 14a-8…