Category: Securities

Another twist on restrictive bylaw provisions: minimum support thresholds

by Cydney Posner In this article, Reuters discusses yet another creative permutation on restrictive bylaw provisions — requiring that plaintiffs in certain shareholder litigation provide consents to the litigation from shareholders holding shares in excess of a minimum threshold. The problem the bylaw seeks to address is that shareholder litigation is […]

New version of conflict minerals reporting template now available

by Cydney Posner The Conflict-Free Sourcing Initiative (CFSI) has now made available a new version of the conflict minerals reporting template (CMRT) that has become the standard tool for gathering information from suppliers on conflict minerals  The new template can be downloaded for free.  The template is designed to help […]

Expecting SEC comments on your conflict minerals filing? Don’t hold your breath.

by Cydney Posner Waiting for those helpful and informative SEC comments on your — or even better, other companies’ — Form SD conflict minerals filings? Fuggedaboutit. At today’s PLI Securities Regulation Institute, Shelley Parratt, Corp Fin Deputy Director, Disclosure Operations, confirmed that, while Corp Fin is “assessing” this year’s conflict […]

More “broken windows” enforcement from the SEC?

by Cydney Posner Yesterday, the SEC announced that it had sanctioned ten companies (generally, smaller reporting companies traded on OTC Link) for failing to make required Form 8-K disclosures related to financings and unregistered stock sales. Individual penalties were either $25,000 or $50,000, being paid to the SEC in installments.

SCOTUS hears Omnicare: when can a statement of opinion be actionable as a “false statement of material fact”?

by Cydney Posner Yesterday, SCOTUS heard oral argument  in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund. The case seeks to answer this question: when can a statement of opinion be actionable as a “false statement of material fact”?  That is, for purposes of Section 11, a “strict […]

Study shows whistleblower complaints lead to increased penalties and likelihood of enforcement

by Cydney Posner An academic study, first reported by the WSJ, concludes that, in regulatory enforcement actions brought by the SEC and DOJ alleging financial misrepresentation, employee whistleblowers have a consequential impact on regulatory outcomes, increasing the size of penalties, length of prison sentences and duration of the actions. In addition, […]

SEC to issue concept release regarding audit committees

by Cydney Posner Compliance Week reports  that SEC Chair Mary Jo White, speaking before the Investor Advisory Group of the PCAOB, said that the SEC plans to Issue a concept release in early 2015 “exploring possible avenues for elevating the work of public company audit committees.” The release is expected to address many […]

Will the SEC intercede in the battle over fee-shifting bylaws?

“The first trickle through a leak in the dam” that eventually causes the dam to collapse is how Professor John Coffee characterized the adoption of fee-shifting bylaw or charter provisions by 24 companies since May of this year. The “dam” here is the practice of private enforcement, as a supplement […]

NYSE to biotechs: welcome on board! NYSE loosens initial financial listing standards

by Cydney Posner On September 19, 2014, the NYSE filed with the SEC proposed amendments to Section 102.01C of the NYSE Listed Company Manual to adopt a new initial financial listing  standard for operating companies based on market cap and to eliminate all of the current initial listing financial standards […]

Corp Fin Director provides some insights into the direction of the SEC “Disclosure Effectiveness Initiative”

by Cydney Posner A few days ago, Corp Fin director, Keith Higgins, gave a speech, “Shaping Company Disclosure for the 21st Century” before the George A. Leet Business Law Symposium at Case Western Reserve University School of Law, in which he discussed some of the SEC’s considerations in its “Disclosure […]