In a recent paper, referenced above, author JB Heaton analyzes the extent to which the ability of corporations to return capital to their shareholders through dividends and repurchases results in substantial social costs. As a result, he argues that it would be beneficial to restrict dividend payments and share repurchases.  Heaton notes that dividend

Institutional investors continue to express concerns regarding dual class share structures.  The Council of Institutional Investors has petitioned the Nasdaq Stock Market to change its listing rules in order to require that Nasdaq-listed companies with dual share classes incorporate a sunset provision in their charter.  The CII letter cites a growing consensus in favor of

On March 20, 2019, the Securities and Exchange Commission (“SEC”) approved a New York Stock Exchange (“NYSE”) rule modifying the price requirements that companies must meet to avail themselves of certain exceptions from the NYSE shareholder approval requirements.  Shareholder approval was not previously required if an issuance of securities was made at a price at

Thursday, March 7, 2019
1:00 p.m. – 2:00 p.m. ET

During this webcast, we will review the overall areas of focus identified by the SEC Staff for public companies, the disclosure issues that members of the SEC Staff have highlighted as important for upcoming annual reports on Form 10-K and Form 20-F, and discuss the

In a recent paper titled “Damage Control: Changes in Disclosure Tone After Financial Misconduct,” authors Rebecca L. Files, Alex Holcomb, Gerald S. Martin, and Paul Mason assess how companies change the tone of their required disclosures in order to mitigate the effect of financial misconduct. In evaluating tone, the study focuses on the

In a recent paper titled, “Public or Private Venture Capital?” author Darren M. Ibrahim compares the relative benefits associated with reliance on private capital to fund start-ups and emerging companies with “public” venture capital in the form of securities exchanges like the London Alternative Investment Market, or AIM. The author looks at three such venture

On January 10, 2019, the staff of NYSE Regulation released its annual memorandum detailing important rules and policies applicable to listed companies. The memorandum provides helpful reminders for issuers (noting important rule differences for domestic and foreign private issuers) with securities listed on the NYSE and also highlights new compliance items. In particular, as previously