Adhering to Dirks, SCOTUS decides Salman v. US

by Cydney Posner

In a case decided unanimously today, Salman v. United States, SCOTUS upheld the Ninth Circuit affirmation of Bassam Salman’s conviction for insider trading, “adher[ing] to Dirks, which easily resolves the narrow issue presented here.” Continue reading

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Hitting populist note, U.K. proposes enhancements to corporate governance — will the new U.S. administration follow the populist playbook?

by Cydney Posner

One of the prevailing narratives of the recent Presidential election was that the same gestalt that drove the Brits to vote for Brexit also animated the pro-Trump forces and led to his presidential victory.  Why then, when it comes to regulation of corporate conduct, do the two countries appear to be headed in such different directions? Or are they? Continue reading

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Filed under Corporate Governance, Executive Compensation

Environmental shareholder proposals increase in frequency and sophistication, but will they continue to be viable?

by Cydney Posner

In this article, the WSJ discusses the increased frequency and sophistication of shareholder proposals regarding the environment. In particular, the piece observes that shareholder proposals focusing on environmental issues have evolved “from requests for greenhouse gas emissions cuts to demands for disclosure of strategies to manage climate risks and for linking executive pay with sustainability performance.” But, with the imminent change to a new administration at the federal level, will these sustainability proposals continue to be viable?  Continue reading

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SEC posts report to Congress on Modernization and Simplification of Regulation S-K

by Cydney Posner

The SEC has posted the staff’s Report on Modernization and Simplification of Regulation S-K, a report to Congress required by the FAST Act. (See this PubCo post.) Although required by the FAST Act, this report builds on and reflects the review that the SEC has been conducting as part of its Disclosure Effectiveness Initiative.  (See this PubCo post and this PubCo post.) Continue reading

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That was quick — proxy access test drive hits a wall

by Cydney Posner

You probably recall that, on November 9, 2016, GAMCO Asset Management Inc. (entity affiliated with activist investor Mario Gabelli) and certain affiliates used the proxy access bylaws recently adopted at National Fuel Gas Company, an NYSE-listed diversified natural gas company, to nominate a candidate for election to the company’s board at its 2017 annual meeting. It was the first known use of proxy access bylaws to make a nomination. (See this PubCo post.)  Well, that drama is now over — and without so much as a skirmish.  In this Schedule 13D/A, filed this morning, GAMCO reported that  its nominee had “informed GAMCO this morning that he has decided to withdraw [his] name as a candidate for Director of National Fuel Gas Company. GAMCO will not pursue Proxy Access.” So much for that foray. Continue reading

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Filed under Corporate Governance, Securities

Corp Fin OKs technical modification of process for offers and sales in IPOs

by Cydney Posner

In a new no-action letter to Morgan Stanley, Corp Fin agreed that, as outlined in the request letter, the firm’s proposed procedures for offering and selling securities in IPOs would not involve a pre-effective sale for purposes of Section 5(a) of the Securities Act. Essentially, the modified process eliminates the need for clients to affirmatively reconfirm prior indications of interest as part of the sale process.   Continue reading

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New CDIs provide guidance regarding tender offer rules and schedules

by Cydney Posner

Below are summaries of some more new CDIs from Corp Fin, this group relating to the tender offer rules and schedules. Two of the new CDIs provide guidance regarding disclosure of compensatory arrangements for financial advisors. The other new CDIs provide additional guidance under the Abbreviated Tender or Exchange Offers for Non-Convertible Debt Securities no-action letter (January 23, 2015), which superseded prior no-action positions and permitted the issuer to conduct a tender offer for non-convertible debt securities held open for at least five business days, so long as specified criteria were satisfied. Continue reading

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