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On September 30, 2020, the Securities and Exchange Commission (SEC) entered a cease-and-desist order against a registrant for failure to disclose approximately $1.7 million in travel-related perquisites and personal benefits provided to named executive officers during 2015-2018. The perquisites included expenses associated with the CEO’s personal use of corporate aircraft and executives’ expenses associated with…

On September 23, 2020, the US Securities and Exchange Commission adopted amendments to Rule 14a-8 promulgated under the Securities Exchange Act of 1934. The amendments will generally be effective for shareholders’ meetings to be held on or after January 1, 2022. This Legal Update provides background and details on the amendments and notes practical considerations…

On September 23, 2020, the Securities and Exchange Commission adopted amendments to Exchange Act Rule 14a-8, the shareholder-proposal rule, which we summarize below.

Ownership threshold for submission. The amendments create a range of the amount of a company’s securities required to be held in order to submit a shareholder proposal, permitting shareholders to submit a…

On September 16, 2020, the Securities and Exchange Commission adopted amendments to Exchange Act Rule 15c2-11.  This rule was last amended about thirty years ago.  Rule 15c2-11 prescribes requirements relating to the publication or submission of quotations by broker-dealers in a quotation medium other than a national securities exchange, so OTC markets.  Before a broker-dealer…

The Division of Corporation Finance published Staff Legal Bulletin No. 14J (CF) in order to provide guidance on issues arising under Rule 14a-8 under the Exchange Act.  SLB No. 14J expands on the types of factors that ought to be addressed in a board’s analysis of policy issues arising in connection with a no-action request…

Recently, the Ninth Circuit held that only negligence, not scienter, is required to be shown where a violation of the tender offer provisions of Section 14(e) is alleged.  In Varjabedian v. Emulex Corp., the Ninth Circuit court remanded the case for reconsideration of the defendants’ motion to dismiss based on a negligence standard.  The District…