The Corporate and Securities Law blog published by Stinson LLP covers legal developments and regulatory issues affecting corporate governance, securities regulation, mergers and acquisitions, fiduciary duties, dispute resolution provisions, and financial compliance. It discusses topics such as SEC rules on registration statements, arbitration provisions, stablecoin regulation under the GENIUS Act, indemnification claims, and fiduciary breach litigation. The blog provides analysis of court decisions, regulatory proposals, and legislative frameworks relevant to corporate entities, investors, and financial institutions, with a focus on practical implications for risk management, compliance, and transactional structuring.
The Securities and Exchange Commission adopted final rules implementing the pay versus performance requirement as required by Congress in the Dodd-Frank Act.
The rules will require registrants to disclose, in proxy or information statements in which executive compensation disclosure is…
The Securities and Exchange Commission proposed amendments to Exchange Act Rule 14a-8, the shareholder proposal rule, which requires companies subject to the federal proxy rules to include shareholder proposals in their proxy statements, subject to certain procedural and substantive requirements.…
The SEC brought an enforcement action against The Brink’s Company for using confidentiality agreements that the SEC alleged violated Exchange Act Rule 21F-17. That rule prohibits any person from taking any action to impede an individual from communicating directly with…
The Securities and Exchange Commission adopted rules and form amendments to:
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The SEC has proposed amendments to rules and disclosure forms to promote consistent, comparable, and reliable information for investors concerning funds’ and advisers’ incorporation of environmental, social, and governance (“ESG”) factors.
The proposed changes would apply to registered investment companies,…
The SEC announced settled charges against technology company NVIDIA Corporation for inadequate disclosures concerning the impact of cryptomining on the company’s gaming business.
The SEC’s order finds that, during consecutive quarters in NVIDIA’s fiscal year 2018, the company failed to…
The SEC has released an illustrative letter that contains sample comments that the Division of Corporation Finance may issue to companies based on their specific facts and circumstances related to Russia’s invasion of Ukraine and related supply chain issues.
The…
In Knight v. Miller et al the Delaware Court of Chancery considered, among other things, whether the acceptance of an equity grant violated fiduciary duties. The case was before the Court on a motion to dismiss.
The case deals with…
The SEC charged Vale S.A., a publicly traded Brazilian mining company and one of the world’s largest iron ore producers, with making false and misleading claims about the safety of its dams prior to the January 2019 collapse of its…
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