Expanded coverage of CFIUS / Exon-Florio
See expanded coverage of CFIUS / Exon-Florio here -- the legal process whereby the US government can block acquisitions of US businesses that might threaten US national security.
Our newly designed Exon-Florio topic page covers:
- amended statute
- proposed rules
- include select precedent
- additional pertinent details
May 27, 2008 in Mergers & Acquisitions | Permalink
RiskMetrics Group model for "say on pay" proposals...
RiskMetrics Group model for "say on pay" proposals...
RiskMetrics Group’s filed its first proxy statement on April 23rd, and it includes board proposals for advisory votes on executive pay. The proxy statement presents three separate resolutions for shareholder approval, which may become the model for future "say on pay" proposals.
RiskMetrics Group is the parent company of ISS, the leading proxy advisory firm.
Access here the proxy statement and related information on "say on pay" proposals.
April 24, 2008 in Corporate Law | Permalink
Securities Litigation Brief Bank Plus - Weekly Roundup
Our weekly roundup of securities litigation opinions and brief filings. Select links below for direct access.
Circuit Court opinions
Tribune Company
Seventh Circuit affirms USDC ND Illinois dismissal over lack of scienter
Allegations were based on inflated circulation figures for Tribune newspapers
District Court opinions - Motion to Dismiss
UT Starcom USDC ND California
Motion to dismiss granted, with leave to amend
Plaintiffs failed to plead scienter for claims based on option backdating
Other District Court opinions
Ericcson LM USDC SDNY
Denies motion for reconsideration of lead plaintiff appointment
Recent briefs - Motion to dismiss
International Rectifier USDC CD California
Financial restatement - Plaintiff opposition briefLDK Solar USDC ND California
Foreign company - Defendant motion to dismissMicrus Endovascular USDC SD Florida
Medical device - Defendant reply briefsMidway Games USDC ND Illinois
Business disclosures - Defendants reply briefsNorthfield Labs USDC ND Illinois
Adverse FDA action - Plaintiff opposition briefNorthwest Biotherapeutics USDC WD WashingtonAdverse FDA action - Defendant reply brief
Quest Software USDC CD CaliforniaOption backdating - Plaintiff opposition brief
Securities Litigation Brief Bank Plus. We now have thousands of briefs, opinions and other court filings that can be readily accessed. The following link goes our "Securities Litigation" index page. The first "A to Z" index goes to our collection of opinions; the second to our brief bank. We sorting these materials so that they can accessed by a variety of issues and topics: "Scienter post-Tellabs", "Confidential witness post-Baxter", "10b-5 litigations involving financial restatements," "Subprime mortgage / "Credit crunch", etc.
For direct access, go to Securities Litigation Private Actions
April 17, 2008 in Securities | Permalink
Securities Litigation Brief Bank Plus - Weekly Roundup
Our weekly roundup of securities litigation opinions and brief filings. Select links below for direct access.
District court opinions - Motion to dismiss
Juniper Networks USDC ND California
Option backdating
Motions to dismiss are granted in part, denied in partMerge Technologies USDC ED Wisconsin
Financial restatement - Revenue recognition
Company motion to dismiss denied
KPMG motion to dismiss grantedWitness Systems USDC ND Georgia
Option backdating
Company and KPMG motions to dismiss granted
Other district court opinions
Suprema Specialties USDC New Jersey
Settlement approved
Recent briefs - Motion to dismiss
Cutera USDC ND California
Business disclosures - Earnings guidance -
Confidential witnesses -
Plaintiff opposition briefGreenfield Online USDC Connecticut
Business disclosures - Earning guidance -
Company motion to dismissMacys USDC SD New York
Earnings guidance -
Defendants reply briefsMotorola USDC ND Illinois
Earnings guidance -
Plaintiff opposition briefNovastar USDC ND California
Subprime mortgage lending -
Defendant reply briefOptionable USDC ArizonaBusiness disclosures -
Plaintiff opposition briefsTarragon USDC SD New YorkFinancial restatement
Company/auditor motions to dismiss
Other recent briefs
Ericsson LM USDC SD New York
Foreign company - Business disclosures
Lead plaintiff appointment -
Motion for reconsideration - Reply briefGuidant USDC SD Arizona
Business disclosures - Earnings disclosures
Plaintiffs seek to amend the court's judgment in order to file an amended complaint
Court previously granted granted defendants' motion to dismiss
Defendants have filed a reply briefMonster Worldwide USDC SD New York
Option backdating - Financial restatement
Motion to certify classNature's Sunshine USDC Utah
Financial restatement
Motion to compel document production from KPMG
April 14, 2008 in Securities | Permalink
Online IPO and M&A database for SPAC deals
About half of recent IPO filings and pricings have involved Special Purpose Acquisition Companies -- SPACs. With about $15B in equity raised, they're now becoming an important factor in middle-market M&A. We've built an online database that pulls together relevant EDGAR filings on SPAC IPOs and SPAC M&A in an easy-to-use format.
For direct access, got to SPACs.
Hover over links for a capsule description. Links take you to webpages and drop-down boxes that aggregate relevant filings.
April 8, 2008 in Corporate Law | Permalink
Securities Litigation Brief Bank Plus - Weekly Roundup
Securities Litigation Brief Bank Plus. We now have thousands of briefs, opinions and other court filings that can be readily accessed. The following link goes our "Securities Litigation" index page. The first "A to Z" index goes to our collection of opinions; the second to our brief bank. We sorting these materials so that they can accessed by a variety of issues and topics: "Scienter post-Tellabs", "Confidential witness post-Baxter", "10b-5 litigations involving financial restatements," "Subprime mortgage / "Credit crunch", etc.
For direct access, go to Securities Litigation Private Actions
Our weekly roundup of securities litigation opinions and brief filings. Select links below for direct access.
Circuit Court opinions
Possis Medical
Eight Circuit affirms USDC Minnesota dismissal over lack of scienter
District Court opinions - Motion to Dismiss
Elan Corp USDC SDNY
Motion to dismiss granted, with leave to amend
Plaintiffs failed to plead materiality and scienterHome Solutions USDC ND Texas
Motion to dismiss granted in part, with leave to amend
Except with regard to one press release, plaintiff's claims have "multiple deficiencies"Legg Mason - Citigroup USDC SDNY
Motions to dismiss granted
M&A-related securities litigation
Other District Court opinions
Converium USDC SDNY
Motion to certify class granted
... but not to include foreign investors who purchased shares on a foreign exchange
... class period not to include the "quiet period" that followed the IPO at issueHuffy Corp USDC SD Ohio
Motion to lift PSLRA stay granted
To allow service of document preservation subpoenas
Recent briefs - Motion to Dismiss
Apollo Group USDC Arizona
Option backdating - Plaintiff opposition briefAdvanced Medical Optics USDC California
FDA product recall - Plaintiff opposition briefBioenvision USDC SDNY
M&A disclosures - Defendant reply briefsMircus Endovascular USDC SD Florida Earnings guidance - Plaintiff opposition brief
Midway Games USDC ND Illinois Disclosures - Plaintiff opposition brief
Occam Networks USDC CD California Financial restatement - Plaintiff opposition brief
Shuffle Master USDC Nevada Financial restatement - Defendant motion and brief
Valueclick USDC Nevada
Disclosures - Defendant motion and brief
Other recent briefs
Ericsson USDC Arizona
Lead plaintiff appointment - Motion for reconsideration - Opposition brief
April 2, 2008 in Securities | Permalink
Contracts for Bear Stearns - JPMorgan, finally
For details and continuing coverage see: Bear Stearns - JPMorgan Chase
The merger agreement and other contracts for the fire sale of Bear Stearns were finally posted to SEC EDGAR yesterday. A rough version of the merger agreement had been posted on BSC's website.
The deal is meant to be "hell or high water" at $2.00 plus change in JPM stock per BSC share - roughly $300 million in total - even though BSC shares continue to trade over $5.00 and JPM's market cap has gone up by about $30 billion since announcement. The deal has a strong "no shop" covenant and a "force the vote" provision, and specifies specific performance ... not untypical provisions. But it also includes an asset lock-up on BSC's beautiful midtown headquarters and a one-way option for JPM to buy 19.9% of BSC's shares at $2.00. BSC has also agreed to let JPM "direct the business, operations and management of [BSC] and its Subsidiaries in its reasonable discretion" until the deal closes. The Federal Reserve-backed JPM guaranty is expressly tied to the acquisition documents. Until March 16, 2009 - the outside termination date - if the deal is voted down, BSC must resubmit the deal to a shareholder vote after a non-economic "restructuring" of deal terms. Only select BSC representations are closing conditions. Accuracy of BSC's financials or the effect of a material adverse change are not closing conditions.
Litigation has already commenced in federal and Delaware courts. This deal could result in interesting decisions on the outer limits of the business judgement rule and what executives can say to the markets in the midst of a crisis. The SEC is reported to be investigating the rumor mongering, short selling and cash calls that preceded BSC's collapse. We can't wait for the "Background of the Merger" section and the analysis behind Lazard's fairness opinion in the upcoming proxy statement.
March 21, 2008 in Mergers & Acquisitions | Permalink
IRS Guidance on Section 162(m)
The publication of a recent Private Letter Ruling (PLR 200804004) raised questions with regard to the application of §162(m) to performance-based compensation. At the end of last week, the IRS issued Revenue Ruling 2008-13 to confirm the new position taken in PLR 200804004 and provide transition relief.
Here is the question posed and answered in the revenue ruling:
Will performance-based compensation be deductible under §162(m)(4)(C) if the employment agreement also provides that the compensation will be paid - whether or not the performance goal is satisfied - in either of the following situations: (i) the covered employee's employment is involuntarily terminated by the corporation without cause or the covered employee terminates employment for good reason, or (ii) the covered employee retires?.
Read the answer - with access to the IRS rulings and related commentary -- on our Internal Revenue Code §162(m) topic page.February 26, 2008 in Corporate Law | Permalink
Lawyer Links advances Advantage with new Topic Finder
Our subscribers are telling us that they love the content organization of the new practice area Channels like "Securities Litigation" and "Public Company," which we introduced last year. But, they also want to dig into our exhaustive content based on their own queries. So, we created Topic Finder, a new practice tool that leverages our finely tuned legal taxonomy using Google's Custom Search technology.
We've made it very easy for anyone to access the new Topic Finder by putting at the top of all Advantage's web pages. Enter keywords such as "Regulation FD", click "Finder" and you will find precise cites. Found results are ordered by Channels, Topics, and then the extensive LawyerLinks Library. Most relevant Channels and Topics are presented at the top of the results page in a shaded area. Keywords are highlighted, so you can find them easily on landing pages.
Another way to leverage Topic Finder is to find a specific company tied to a legal keyword. For instance entering "CNET Networks Proxy Contest" will find the most relevant content. Try this example with Topic Finder
February 25, 2008 in General News | Permalink | TrackBack (0)
Changes to Rules 144 - 145 go effective today
Changes to Rules 144 - 145 go effective today
The SEC's changes to Rules 144 and 145 become effective today. Our dedicated webpages integrate the rules, releases and FAQs in an easy to use format. We also have a separate webpage that summarizes the changes.
- Rule 144 - Rule 145
Indexes content by specific rules and issues - Feb 2008 Changes
Indexes upcoming changes by specific rules and issues
February 15, 2008 in Corporate Law | Permalink
Shareholder Access Proposals: SEC Staff Rules in Favor of Exclusion
Shareholder Access Proposals
SEC Staff Rules in Favor of ExclusionCalPERS, AFSCME, and other shareholders activists filed proxy access proposals - in the form of bylaw amendments - at companies such as Bear Stearns, E*Trade, and JP Morgan Chase. SEC staff has now ruled that such companies may exclude the proposals from their 2008 proxy statements. Access the no-action letters and SEC response letters, as well as historical background for such proposals, on our Shareholder Proposals: 2008 and Shareholder Access topic pages.
While the Staff rulings are consistent with the Commission's position at its November 28, 2007 open meeting, AFSCME and other shareholder activists may initiate legal action to get the access proposals in front of shareholders. Don't we all remember AFSCME v. AIG?
February 13, 2008 in Corporate Law | Permalink
Executive Compensation Disclosure - Advantage Resources:
Executive Compensation Disclosure
Advantage Resources:- SEC regulations and interpretations
- SEC comment letters and observations
- RiskMetrics Group best practices & examples
- Precedent proxy disclosures
- Law firm commentary ... and more
Access all of these resources through our Executive Compensation Disclosure channel page.
February 7, 2008 in Corporate Law | Permalink
Rule 14a-8 no-action update
For "Shareholder Access - Rule 14a-8", we've built a web-based collection that integrates the rules, releases, Staff Legal Bulletins and no-action letters in an easy to use format. Because we're fully hyperlinked, you can go to a page that covers a specific rule -- e.g., 14a-8(i)(7); from there directly to the discussion of that rule in a recent no-action letter -- e.g., KB Home Jan 11, 2007; from there directly to the 14a-8(i)(7) arguments cited in the KB Home no-action letter.
For direct access, click through to Shareholder Access - Rule 14a-8
February 7, 2008 in Corporate Law | Permalink
Say on Pay 2008
"Say on Pay" is making its 2008 debut...
- Par Pharmaceutical adopted Say on Pay in response to recent NYCERS proposal
- Apple received AFL-CIO proposal for vote at annual meeting on March 4, 2008
Access information on both developments on our Shareholder Proposals: 2008 topic page
January 24, 2008 in Corporate Law | Permalink
Activist Update
Activist update: Luby's, Zale
Activist shareholder developments:
- Luby's management wins proxy contest
~ Even though hedge fund activists had support of the leading proxy advisory firms
- Breeden Partners increases its Zale stake to 17.66%
~ Zale has already retired its CEO and sold a business
For details, go to Activist Shareholders
January 16, 2008 in Corporate Law | Permalink
Supreme Court - Stoneridge
Supreme Court rules on Stoneridge
As expected by most, the Supreme Court affirmed the Eight Circuit by a 5 to 3 vote. The Court held that secondary actors don't have 10b-5 scheme liability where there was no actual reliance by plaintiffs or a duty of the defendants to speak. The greatest immediate effect will probably be on subprime securities litigation, where a contrary ruling would have given the plaintiffs bar a ready-made vehicle for claims against the banks which sponsored troubled subprime entities.
For details, go to our dedicated webpage: Stoneridge v Scientific-Atlanta
We're now covering Securities Litigation with what we call "Brief Bank Plus." We now have thousands of briefs and other court filings tied to an intelligent delivery system. We're sorting these materials so that they can accessed by issues and topics such as "Scienter post-Tellabs", "Confidential witness post-Baxter", "10b-5 litigations involving financial restatements," "Subprime mortgage / "Credit crunch", etc. We've recently added a case collection as well.
For direct access: Section 10b5 Private Actions
January 16, 2008 in Corporate Law | Permalink
Activist Update
Activist update: CNET, Brink's
Activist shareholder developments:
- CNET adopts poison pill in response to JANA-led group
~ Group is using derivatives to increase its economic upside - MMI and Steel Partners are tag-teaming Brink's
~ MMI seeks board seats
~ Steel Partners is pressing for a break-up or sale of Brink's
For details, go to Activist Shareholders
January 16, 2008 in Corporate Law | Permalink
Activist Update
Activist update: Rowan Cos, Unisys, CNET
Activist shareholder developments:
- Steel Partners seeks three board seats at Rowan Companies
- MMI pressures for spin-off of Unisys US government business
- JANA-led group seeks board control of CNET; Increases stake
For details, go to Activist Shareholders
January 11, 2008 in Corporate Law | Permalink
CNET
JANA-led group seeks board control of CNET Networks
Activist shareholder group proposes to gain board control by replacing two incumbent directors and by expanding the board. Delaware litigation has already commenced over conflicting readings of CNET's advance notice by-laws.
For details, go to CNET Networks - Proxy Contest
January 8, 2008 in Corporate Law | Permalink
Activist shareholders
Activist shareholders
We have a new "channel page" for Activist Shareholders.
- Tracks which companies have become targets
- Tracks what notable activists are up to
- Delivers relevant filings and precedent in an easy to use format
- Covers proxy contests and more
For direct access, go to Activist Shareholders
January 8, 2008 in Corporate Law | Permalink
United Rentals Buyout: Delaware Litigation
Delaware denies specific performance in United Rentals buyout
In a ruling this past Friday, Chancellor Chandler denied United Rental's motion for specific performance of a $4.0 billion Cerberus-led buyout of the company. The buyers intentionally breached the agreement -- without asserting a material adverse change -- but were ultimately successful in limiting their liability to a $100 million reverse break-up fee, rather than having to close on a deal that had lost more than $1.5 billion in market value.
The outcome depended on Chancellor Chandler's findings during a two-day trial about what the deal lawyers wrote and said as they negotiated the merger agreement through its many drafts.
For the opinion and more go to United Rentals Buyout: Delaware Litigation
December 26, 2007 in Corporate Law | Permalink
Rules 144 - 145
Rules 144 and 145
We've revised and updated treatment of Rules 144 and 145. Our dedicated webpages integrate the rules, releases and FAQs in an easy to use format. They've now been fully updated for the changes that were published in the Federal Register today, that go effective February 15, 2008.
- Rule 144 - Rule 145
Indexes content by specific rules and issues - Feb 2008 Changes
Indexes upcoming changes by specific rules and issues
December 17, 2007 in Corporate Law | Permalink
Milberg Weiss
Securities class action settlement nixed over Milberg Weiss fees
The Chief Judge of California's Northern District recently denied a motion to settle In re Chiron. Milberg Weiss would have gotten 25% of the proposed $30 million settlement. Judge Vaughn declined to use a 25% benchmark on a matter that worked quickly to settlement. He instead applied a Lodestar cross-check to imply that the fees should be less than half of what was proposed.
Judge Vaughn also criticized that the proposed class notice omitted disclosure of the amount of opt-outs that would allow defendants to terminate the settlement (the "magic number").
Judge Vaughn also questioned the adequacy of Milberg Weiss, given its criminal troubles, and criticized Skadden Arps for simultaneously representing former Milberg Weiss partners in criminal proceedings while acting as defense counsel here.
For the ruling and related filings, go to Open Meeting In re Chiron
Part of our "10b5 Brief Bank Plus." We now have thousands of briefs and other filings in an easy-to-use online delivery. For direct access go to Section 10b Private Actions
December 10, 2007 in Corporate Law | Permalink
Majority Voting
Isn't majority voting more significant than shareholder proxy access?
The SEC voted along party lines yesterday to turn back the clock on shareholder proxy access. It did so by rewriting Rule 14a(i)(8) to overturn the Second Circuit's 2006 decision in AFSCME v AIG. Despite this, AFSCME and other activist shareholders say they'll continue to submit access proposals this season and have already started doing so.
For continuing coverage of yesterday's meeting, go to Open Meeting SEC Open Meeting: November 28, 2007.
But isn't majority voting more significant? Stanford Law Professor Joseph Grundfest said so in a keynote speech at the recent PLI Securities Regulation Institute, and we agree. Most of the S&P 500 companies now have majority voting. Few did two years ago. We have yet to see what the full effect of this development will be. Activist shareholders of all stripes can now send a pointed message by leading withhold vote campaigns to knock targeted directors off boards. We expect this will prove more significant than the next turn of the forty-year debate on shareholder access to the company proxy statement. Developing...
For more, go to Majority Voting
November 29, 2007 in Corporate Law | Permalink
New 10b5 Briefs
New 10b5 Briefs
Briefs were recently filed in:
- American Tower USDC Massachusetts: Labaton Sucharow - Plaintiff
- ADVO USDC Connecticut: Arnold & Porter - Defendant
- IAC/Interactive USDC SD New York: Wachtell Lipton - Defendant
- PXRE USDC SD New York: Simpson Thacher - Defendant
- Sears Holdings USDC SD New York: Wachtell Lipton - Defendant
- Top Tankers USDC SD New York: Wilmer Hale - Defendant
- OrthoClear USDC ND California: Ropes & Gray - Defendant
- Secure Computing USDC ND California: Federman & Sherwood - Plaintiff
- Whitney Information USDC MD Florida: Kahn Gauthier - Plaintiff
For direct access, go to: Scienter: Post-Tellabs.
November 20, 2007 in Corporate Law | Permalink
SEC Rulemaking Update
SEC Rulemaking Update
Mutual Fund Disclosure | IFRS | Smaller Reporting Company
Rule 144 / 145 | Compensatory Stock Options- SEC took action on a variety of topics at its Open Meeting on November 15, 2007.
- Access the Notice, Agenda, SEC Statements, Press Releases, and more on Advantage.
We expect to see more SEC rulemaking, from XBRL to Shareholder Access and further action in response to recommendations made by the Advisory Committee on Smaller Public Companies. Advantage will be following these and other developments at SEC.
November 20, 2007 in Corporate Law | Permalink
New 10b rulings
New 10b rulings - Circuit Court briefs
Marsh & McLennan: Motion to dismiss is granted by the Southern District of New York. aaiPharma: Claims against E&Y are dismissed by the Eastern District of North Carolina. Proquest: Motion to dismiss is denied by the Eastern District of Michigan.
We also now have the briefs for several post-Tellabs Circuit Court appeals.
For opinions and briefs, go to Scienter: Post-Tellabs.
Select icons to open drop-down boxes. Select links to individual webpages for each litigation.
Part of our new Securities Litigation Brief Bank ... a comprehensive collection of briefs and more culled from hundreds of recent and pending federal securities litigations.
November 18, 2007 in Corporate Law | Permalink
Apple
Court rules on Apple (Steve Jobs) option backdating
Northern District of California grants Apple's motion to dismiss finding that claims should have been brought as derivative claims and that the complaint failed to adequately allege loss causation. Plaintiff claims were based on Exchange Act §14(a) and assertions that the proxy statement for shareholder approval of Apple's equity plans was false, rather than on 10b-5...presumably because Apple's share price rose over the relevant period.
For the opinion and more, go to SecLit: Apple Option Backdating.
For a comprehensive collection of briefs and rulings on 10b-5 option backdating cases, go to 10b5 Litigation: Option Timing.
Select icons to open drop-down boxes. Select links to individual webpages for each litigation.
Part of our new Securities Litigation Brief Bank ... a comprehensive collection of briefs and more culled from hundreds of recent and pending federal securities litigations.
November 18, 2007 in Corporate Law | Permalink
More Post-Tellabs...
More Post-Tellabs district court rulings on scienter
Openwave Systems (Option backdating): Most of plaintiff claims survive motion to dismiss, following a ruling in the Southern District of New York.
In re Scottish Re: Claims against E&Y are dismissed, but other plaintiff claims survive motion to dismiss in the Southern District of New York.
Isolagen: Eastern District of Pennsylvania denies a motion to reconsider its September decision to deny defendants motion to dismiss.
Quest Software (Option backdating): Most of plaintiff claims survive motion to dismiss, following a ruling in the Central District of California.
Also, several more briefs have been filed recently in other 10b-5 litigations.
For opinions and briefs, go to Scienter: Post-Tellabs.
November 7, 2007 in Corporate Law | Permalink
Verizon - "say on pay"
Verizon joins Aflac with adoption of "say on pay" policy
In response to 50.18% vote in favor of "say on pay" proposal at 2007 annual meeting, and resulting shareholder dialogue, Verizon board announced adoption of policy calling for advisory vote on executive pay starting in 2009. Follow developments at Verizon and other companies on our Say on Pay Proposals topic page.
We will be following other hot topics in preparation for 2008 proxy season on our Executive Compensation Disclosure channel page.
November 2, 2007 in Corporate Law | Permalink
New post-Tellabs district court ruling on scienter
New post-Tellabs district court ruling on scienter
The Western District of Washington (Seattle) denied defendant's motion to dismiss -- In re BP Prudhoe Bay Royalty Trust Securities Litigation. The Court found that plaintiffs satisfied the Tellabs standard for pleading scienter, that the PSLRA safe harbor didn't apply, and that the group pleading doctrine applied.
Also, several more briefs have been filed recently in other 10b-5 litigations.
For opinions and briefs, go to Scienter: Post-Tellabs. The BP Prudhoe Bay opinion is listed under "Ninth Circuit."
Click on icons to open drop-down boxes. Click on links to individual webpages for each litigation.
"Scienter: Post-Tellabs" is part of our Securities Litigation Brief Bank ... a comprehensive collection of briefs and more culled from hundreds of recent and pending federal securities litigations.
October 31, 2007 in Corporate Law | Permalink
Shareholder Access and Shareholder Proposals
Shareholder Access and Shareholder Proposals - Will the process change for 2008 proxy season?
The SEC published two competing proposals with regard to shareholder access and - in the face of opposition by Congressman Barney Frank and various shareholder activists, and the departure of two Democratic commissioners - it has been reported that Chairman Cox wants to settle the access debate in time for the 2008 proxy season. Access the "dueling" proposals and follow developments on our Rule 14a-8 topic page.
As we approach the 2008 proxy season, companies will be receiving shareholder proposals on a wide range of topics. Access a selection of shareholder proposals from the 2007 proxy season, with links to the related proxy disclosures and voting results, on our Shareholder Proposals: 2007 topic page. You will also find a recent commentary that highlights disclosure by Occidental Petroleum with regard to the enforcement of approved proposals.
October 30, 2007 in Corporate Law | Permalink
Rule 10b5-1 Trading Plans: Sales under scrutiny
Rule 10b5-1 Trading Plans: Sales under scrutiny
On the heels of Director Linda Chatman Thomsen's speech at the 2007 NASPP Annual Conference, in which she noted the SEC's growing interest in abusive trading practices under Rule 10b5-1 trading plans, there was news of an informal investigation of stock sales by the CEO of Countrywide Financial.
Access SEC regulations and guidance, law firm commentary, sample trading plans and more on our Rule 10b5-1 Trading Plans topic page.
October 30, 2007 in Corporate Law | Permalink
Post-Tellabs briefs "confidential witnesses"
Post-Tellabs briefs re "confidential witnesses"
A July 2007 Seventh Circuit decision invoked the Supreme Court's recent Tellabs decision to criticize the use of confidential sources in securities fraud complaints. We have the briefs from nineteen pending 10b-5 litigations where defendants have cited Higginbotham v Baxter International.
For direct access go to SecLit Issues: Confidential Witnesses
October 26, 2007 in Securities | Permalink
IRS Grants 409A Transition Relief
IRS Grants §409A Transition Relief ... Again!
In response to requests from a coalition of law firms and others, the IRS has granted further transition relief for compliance with IRC §409A. The new Notice 2007-86 generally extends to December 31, 2008, the transition relief for deferred compensation arrangements under §409A. Notice 2007-86 revokes and supersedes the transition relief provided by Notice 2007-78, which was issued last month.
Access the full text of Notice 2007-86 as well as an detailed client alert from Skadden, Arps, Slate, Meagher & Flom LLP on our IRC §409A Effective Dates - Transition topic page.
October 25, 2007 in Corporate Law | Permalink
Recap of 2007 NASPP Annual Conference
Recap of 2007 NASPP Annual Conference
NASPP CT, NY and NJ Chapters will host a teleconference on Thursday, November 1 for a "recap" of key sessions from the 2007 NASPP Annual Conference.
Whether or not you can attend the November 1 teleconference, you will want to access Advantage topic pages that supplement select items from the 2007 NASPP Annual Conference agenda. You will find post-conference updates related to SEC review of executive pay disclosure, Climate Risk disclosure, SEC clearance of ESOARS auction model, and other matters.
- Proxy Disclosures: Precedent and More
- 2008 Proxy Season: SEC Initiatives
- Rule 10b5-1 Plans
- E-Proxy and Voting
- Option Valuation: Google and ESOARS
- "Say on Pay" and Deferred Compensation
Disclaimer: National Association of Stock Plan Professionals (NASPP) is not affiliated with Lawyer Links, LLC. Lawyer Links is not a sponsor of the NASPP teleconference on November 1, 2007. NASPP does not sponsor or benefit from offers made by Lawyer Links. Advantage topic pages are authored by Lawyer Links' Editors at their sole discretion. Subscribing to the LawyerLinks Advantage does not substitute for attending NASPP seminars for official CLE credit.
October 23, 2007 in Corporate Law | Permalink
4 Rulings - Scienter
Four new rulings on scienter -- post-Tellabs -- have come down in recent days. Five other parties have also filed new briefs.
For opinions and briefs, go to Scienter: Post-Tellabs.
Click on icons to open drop-down boxes. Click on links to individual webpages for each litigation.
"Scienter: Post-Tellabs" is part of our Securities Litigation Brief Bank .... a comprehensive collection of briefs and more culled from hundreds of recent and pending federal securities litigations.
October 23, 2007 in Securities | Permalink
Climate Risk Disclosure
Climate Risk Disclosure
Investors are urging public companies to provide more detailed disclosure of the commercial risks related to climate change and greenhouse gas emissions. For example, an investor group has petitioned the SEC for an interpretive release to clarify that material climate risk information must be included in corporate filings. In a related letter to Division of Corporation Finance, those same investors are advocating increased scrutiny of climate risk disclosure.
Follow these and related developments on our Climate Risk Disclosure topic page:
- Petition for Interpretive Guidance on Climate Risk Disclosure
- Carbon Disclosure Project
- New York State Investigation
- Climate Change Legislation
- Commentary
October 23, 2007 in Corporate Law | Permalink
5 rulings - Scienter
Five rulings on scienter -- post-Tellabs -- have come down in recent days.
For opinions and briefs, go to Scienter: Post-Tellabs channel page.
Click on icons to open drop-down boxes. Click on links to individual webpages for each litigation.
"Scienter: Post-Tellabs" is part of our Securities Litigation Brief Bank .... a comprehensive collection of briefs and more culled from hundreds of recent and pending federal securities litigations.
October 18, 2007 in Securities | Permalink
SEC reviews comment letter campaign
Exec comp disclosures: SEC reviews its comment letter campaign
SEC has issued "a report discussing the principal themes that emerged from its initial review of the disclosure of 350 public companies for compliance with the Commission's new and enhanced rules for executive compensation and related disclosure."
For direct access and more, click through to our Executive Compensation Disclosure channel page.October 11, 2007 in Corporate Law | Permalink
SEC Comment Letters
SEC Comment Letters
SEC staff is conducting a targeted review of 2007 executive pay disclosures, and the Division of Corporation Finance plans to issue a summary report on such review. Pending publication of such SEC correspondence and summary report, we have posted a collection of Commentary and News Articles that provide information on scope and tenor of SEC review.
Disclosure of Performance Targets
Public commentary on SEC comment letters confirms the staff's focus on performance target disclosures. Do the new rules require performance target disclosure in all cases? Is performance target disclosure always material or necessary to investors' understanding of a compensation program? A recently published Cleary Gottlieb client alert elaborates on the issue of materiality of performance target disclosure, with discussion of common bonus arrangements as well as bonus payouts based on 1> "matrix plan" performance formula, 2> relative total shareholder return , and 3> "roll-up" of business unit performance.
September 19, 2007 in Corporate Law | Permalink
Brief Bank
Brief bank: Scienter, post-Tellabs
As part of our coverage of Securities Litigation we have a brief bank for 10b5 litigation and more. =>Scienter: Post-Tellabs<= is a Topic Index page that tracks post-Tellabs briefs and decisions.
Select
to reveal links to individual webpages for each litigation.September 7, 2007 in Corporate Law | Permalink
10b5 Backdating
10b-5 option backdating litigation
Advantage contains a brief bank for 10b5 litigation and more. For direct access to a sample covering over thirty 10b-5 option backdating litigations, click on the following link.
10b5 Litigation: Option Timing
Click on names of specific litigations to go to dedicated webpages. Click on icons to open drop down boxes.
August 30, 2007 in Corporate Law | Permalink
Fifth Circuit rules on 10b-5 and scienter, post-Tellabs
Fifth Circuit rules on 10b-5 and scienter, post-Tellabs
Earlier this week, the Fifth Circuit affirmed a district court's dismissal of a 10b-5 claim for lack of scienter. In doing so, the Fifth Circuit cited the Supreme Court's recent decision in Tellabs v Makor Issues. Our dedicated webpage collects the opinions and briefs from both the Fifth Circuit and Texas Southern District Court proceedings, and more.
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Central Laborers v Integrated Electrical ServicesPost-Tellabs, the Fifth Circuit now joins the Second, Third and Seventh Circuits in affirming a district court dismissal of a 10b-5 claim for lack of scienter. Look for our updated survey of Circuit Court and District Court developments next week.
August 27, 2007 in Corporate Law | Permalink
SEC Initiatives
SEC Initiatives: 2008 Proxy Season
As we head toward 2008 proxy season, follow developments with regard to following SEC initiatives:
- Targeted review of proxy statements filed during 2007 proxy season
- XBRL data tagging of executive pay disclosures
- Rule amendments and interpretive guidance for 2008 proxy season
Access updated information at our
SEC Initiatives: 2008 Proxy Season and related topic pages.
SEC Open Meeting on Tuesday, July 24SEC will consider the following matters at the
Open Meeting:- Approval of PCAOB Auditing Standard No. 5
- Adoption of rule amendments to define term "significant deficiency"(Rule 12b-2 and Regulation S-X, Rule 1-02)
- Concept Release to solicit public comment on allowing U.S. issuers to prepare financial statements in accordance with IFRS
- Proposed amendments to proxy rules regarding shareholder proposals, disclosure about shareholder proponents, shareholder communications, and related matters
Follow developments with Lawyer Links Advantage.
Lawyer Links Advantage.July 24, 2007 in Corporate Law | Permalink
E-Proxy
E-Proxy Early Adopters
We have posted filings made by early adopters of e-proxy notice procedures for Internet delivery of proxy materials. Go to our
Executive Pay Disclosure Issues
Proxy Materials: Internet Delivery topic page to access these filings and related information on recently adopted SEC regulations.SEC is conducting targeted review of proxy disclosures on executive pay made by public companies during 2007 proxy season.
SEC expected to focus on compliance with new disclosure requirements, such as:
We will be following these and related topic developments on our new
Public Company channel page as we move toward start of 2008 proxy season.
July 10, 2007 in Corporate Law | Permalink | Comments (0)
Och-Ziff, BCE and Manor Care
Och-Ziff, BCE and Manor Care: The PE beat goes on
Despite recent concerns raised in the media, private equity deals continue to drive M&A and financing markets.
- Och-Ziff Capital (hedge fund manager) files for a $2B IPO
- The largest-ever buyout was announced ... BCE (Bell Canada)
- Manor Care ($6.3B) and Guitar Center ($2.1B) announced buyouts
Click here for details:
Private Equity
July 3, 2007 in Corporate Law | Permalink | Comments (0)
Shareholder Proxy Access
Shareholder Proxy Access
While we wait for SEC guidance on
shareholder proxy access, which Chairman Cox has indicated will be issued in time for 2008 proxy season, you can follow related developments at Pfizer and Verizon:
- Shareholder Face-to-Face Meetings - Pfizer
- Electronic Shareholder Forums - Verizon
Proxy Materials: Internet Delivery
Access current information on notice and access model (July 1, 2007 effective date) and universal availability model (with staggered implementation starting January 1, 2008) for electronic delivery of proxy materials on our
Proxy Materials: Internet Delivery topic page.
July 3, 2007 in Corporate Law | Permalink | Comments (0)
Harman
Harman files proxy with stub equity election
Filed earlier today.
Click Link:
Harman International Buyout
More at:
Private Equity
June 21, 2007 | Permalink | Comments (0)
Blackstone IPO
Senate tax proposal targets Blackstone IPO
Click Link:
Blackstone IPO
June 21, 2007 | Permalink | Comments (0)