On December 13, 2022, the staff of the Division of Corporate Finance (the “SEC”) revised and expanded its Compliance and Disclosure Interpretations (“CDIs”) on reporting non-GAAP financial measures in SEC filings and press releases. The CDIs present an opportunity for
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Defective Corporate Action by Delaware Corporations with Multiple Classes of Common Stock
A number of Delaware corporations with two or more classes of common stock, especially SPACs (special purpose acquisition companies) that have completed deSPAC transactions, are discovering that they may not have properly approved charter amendments that increased their authorized shares…
Electronic Form 144 Filings: Reminder of April 13th Deadline
By Rob Evans
As April 13th approaches, in-house counsel at public companies should prepare for the electronic Form 144 filing requirement beginning on that date. Form 144 is the filing that officers and directors of public companies file under Rule 144 when they…
SEC Turns Workplace Misconduct into Disclosure Controls Violation; Clarifies Protection for Whistleblowers
By Rob Evans
The SEC announced on February 3, 2023 a settled enforcement action against Activision Blizzard, Inc., finding that it failed to have adequate controls for reporting widespread workplace misconduct to management and used separation agreements for employees that impeded whistleblowing in…
Annual SEC Reporting – Two Points to Note
By Rob Evans
Public companies with a calendar fiscal year are already in the process of preparing their Annual Report on Form 10-K and their glossy Annual Report to Shareholders. Here are two technical points to remember that are new this year:
Form…
SEC Adopts New Restrictions on 10b5-1 Plans, Related Disclosure Requirements and Section 16 Filing Changes
On December 14, 2022, the SEC unanimously adopted cooling-off periods and other changes to how plans adopted under Rule 10b5-1 (“10b5-1 Plans”) will work going forward. Executive officers and directors of public companies frequently use 10b5-1 Plans to conduct sales…
UK Capital Markets Developments: The Edinburgh Reforms
By Rob Evans
On December 9th, the UK Government, as part of the Edinburgh Reforms, announced a number of reforms to the UK capital markets landscape. Many of the changes reflect existing post-Brexit governmental findings, following reviews of the financial services regulatory framework.…
Recent Delaware and Other Decisions Relevant to the MBCA
This article describes two recent Delaware decisions relevant to the Model Business Corporation Act (the “MBCA”). One of those decisions relates to a board’s determination of the availability of surplus to support distributions to stockholders, and the other upholds, at the…
Lessons From SEC Enforcement Actions Involving Corporate Lawyers
The Securities and Exchange Commission (“SEC”) has recently brought several enforcement actions that directly or indirectly involved lawyers. These actions provide reminders to lawyers of their professional responsibility in representing clients, including in connection with giving legal opinions and responding…
Delaware Now Permits Exculpation of Corporate Officers
The Delaware General Corporation Law (§ 102(b)(7)) has been amended, effective August 1, 2022, to permit exculpation of corporate officers, but in a more limited way than the exculpation of directors that has long been permitted. Unlike directors, officers may…