The DGCL was amended in June. Most notably, the amendments (i) broadened the availability of Section 251(h) mergers consummated without stockholder approval following a first-step tender or exchange offer for all shares entitled to vote on the merger, (ii) eliminated de minimis appraisal claims under Section 262, and (iii) allows companies to make a pre-judgment payment to dissenting stockholders to reduce interest costs in connection...
The SEC has proposed some long overdue rules relating to mining disclosure. The proposed rules are designed to bring US disclosure in closer alignment with global standards. See our summary here: https://www.dorsey.com/newsresources/publications/client-alerts/2016/07/new-mining-disclosure-rules
Do your directors have a “golden leash”? If so, NASDAQ-listed companies will be required to publicly disclose those arrangements as a result of newly adopted rules. “Golden leash” arrangements are compensation arrangements between activist shareholders and their director nominee in connection with his or her service on, or candidacy for, a company’s board of directors, usually in connection with a proxy fight. In a typical...
For companies with operations in the UK, the threat of Brexit creates significant concerns. This summary addresses some immediate considerations: https://www.dorsey.com/newsresources/publications/client-alerts/2016/06/thoughts-on-brexit-for-us-reporting-companies
Many companies rely on non-GAAP financial measures to help explain company performance. The SEC is paying attention to the use of non-GAAP numbers and has provided more guidance to issuers. See our summary here: https://www.dorsey.com/newsresources/publications/client-alerts/2016/05/tighten-use-of-non-gaap-financial-measures
Investors are making board refreshment a priority issue – they and companies are thinking creatively about term limits and other tools for board refreshment, as reported in this memo, which also provides a summary of current investor policies on director tenure: https://www.dorsey.com/newsresources/publications/client-alerts/2016/04/investors-mandatory-retirement-age-and-tenure
Proxy access adoption has accelerated through the current proxy season. According to the Office of the New York City Comptroller,as of April 2016, more than 210 companies had adopted proxy access bylaws, many in response to shareholder demands. Read Dorsey’s eUpdate for further information: https://www.dorsey.com/newsresources/publications/client-alerts/2016/03/accelerate-proxy-access-sec-grant-no-action-relief
Companies report a broad range of practices for auditing related party transactions under PCAOB AS 18, as described in the following memo: https://www.dorsey.com/newsresources/publications/client-alerts/2016/02/party-transactions-under-pcaob-as-18-audits
Cam C. HoangCam helps clients with corporate matters including governance and...
Jason BrenkertJason assists clients in raising funds through capital mar...
Kimberley R. AndersonKimberley helps clients achieve key business goals through securi...
