On November 1, 2018, the North American Securities Administrators Association, Inc. (“NASAA”) released for public comment proposed updates to the SCOR Statement of Policy and the SCOR Form (Form U-7). According to the NASAA, the proposed updates are meant to incorporate many of the investor protections that have been put in place under state and
Lailey Rezai
Revisiting the Business Judgment Rule?
By Lailey Rezai on
Posted in Public Companies
Over the past year, proxy advisory firms, major index providers, and the SEC’s Investor Advisory Committee have weighed in on the growing number of companies with dual-share classes. Today, 9% of the S&P 100 and 8% of the Russell 300 are comprised of companies with dual-class structures. The Council of Institutional Investors has assembled and…
Dual Classes of Stock: The Dialogue Continues
By Lailey Rezai on
The SEC’s Investor Advisory Committee made a number of recommendations to the Division of Corporation Finance, principally aimed at enhanced disclosure requirements, related to dual class structures. Specifically, Committee recommends that the Division:
- Require public companies that have dual class or other entrenching governance structures to prominently and clearly disclose: the numerical relationship between the
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