Searching Content indexed under Shareholders by Morrison & Foerster LLP ordered by Published Date Descending.
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New Decisions Clarify Small Business Minority Shareholder Protections
One of the easiest small business affiliation rules to apply is that a person that owns "50 percent or more of a concern's voting stock . . . controls or has the power to control the concern."
United States
29 Nov 2018
New Section 956 Regulations Expand Scope Of The New Participation Exemption But May Expose Borrowers To Increased Collateral Requirements
On October 31, 2018, the Internal Revenue Service and the Treasury Department issued proposed regulations that would limit the application of Section 956 of the Internal Revenue Code (the "Code")...
United States
14 Nov 2018
New Staff Guidance On Shareholder Proposals
On October 23, 2018, the Staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission ("SEC") released Staff Legal Bulletin No. 14J.
United States
1 Nov 2018
Nasdaq 20% Rule On Private Issuances Revised To Relax The Market Value Test
The SEC has recently approved an amendment to Nasdaq Rule 5635(d), which became effective on September 26, 2018, that modifies the circumstances in which listed companies...
United States
15 Oct 2018
Dual-Class Capital Structures
In a speech given early in the week at Stanford University's Rock Center for Corporate Governance, Commissioner Stein addressed a broad range of topics, including cybersecurity issues and shareholder engagement.
United States
21 Feb 2018
MSCI Reopens Consultation On The Treatment Of Unequal Voting Structures
In late January 2018, MSCI reopened a consultation with the investment community on the treatment of unequal voting structures.
United States
20 Feb 2018
Food For Thought, Part 10
Positive information often appears first rather than being dispersed throughout a release.
United States
14 Feb 2018
Nasdaq Proposal To Amend Shareholder Vote Rule
As we have previously discussed on our blog, the securities exchanges impose shareholder vote requirements in connection with certain financing transactions.
United States
8 Feb 2018
SEC-NYU Program On Shareholder Engagement
The Securities and Exchange Commission's Division of Economic and Risk Analysis is hosting a session in collaboration with New York University's Salomon Center for the Study of Financial Institutions...
United States
16 Jan 2018
SEC Chair's Remarks At PLI's 49th Annual Institute On Securities Regulation
Today, to mark the opening of the Practising Law Institute's 49th Annual Institute, SEC Chair Clayton gave a keynote address focused on governance and transparency, ...
United States
14 Nov 2017
California Court Applies "Tracing" Requirement To ETF Shareholders Who Sue Under Section 11
A California state court held that shareholders of exchange-traded funds (ETFs) have standing to sue under Section 11 of the Securities Act of 1933 ("1933 Act") for an alleged prospectus...
United States
2 Oct 2017
Eighth Circuit Says No Standing For Fund Of Funds' Shareholders Under Section 36(B)
On July 24, 2017, the U.S. Court of Appeals for the Eighth Circuit affirmed a district court ruling that a shareholder of a fund of funds lacks standing under Section 36(b) of the Investment Company Act of 1940 ...
United States
14 Aug 2017
S&P Announces Methodology Change For Multi-Class Shares
On July 31, 2017, S&P Dow Jones Indices ("S&P") issued a press release announcing a methodology change for multi-class shares following its consultation published on April 3, 2017.
United States
8 Aug 2017
NASDAQ Solicits Comments On Shareholder Approval Rules
"Last year, Nasdaq, solicited comments on our shareholder approval rules. These rules were adopted in 1990 and have remained largely unchanged since then.
United States
26 Jun 2017
Delaware Paves The Way For Blockchain Technology
Blockchain has been a hot buzzword in tech circles for some time, and, increasingly, we're seeing companies—even Fortune 500 companies—announce blockchain-related initiatives.
United States
7 Apr 2017
The Proxy Season Field Guide
The 2017 proxy season occurs in an environment of heightened shareholder activism and an ever-increasing focus on compensation and corporate governance disclosures.
United States
31 Mar 2017
ISS And Glass Lewis Update Their Proxy Voting Guidelines For 2017
Institutional Shareholder Services Inc. and Glass, Lewis & Co., LLC ("Glass Lewis") recently updated the guidelines they will use to inform their voting recommendations for the 2017 proxy season.
United States
5 Dec 2016
SEC Division Of Corporation Finance Update
At the American Bar Association's Fall Meeting, Keith Higgins, Director of the SEC's Division of Corporation Finance (the "Division"), gave his last "Dialogue with the Director"...
United States
23 Nov 2016
SEC Proposes Universal Proxy Cards For Contested Director Elections
On October 26, 2016, the Securities and Exchange Commission (the "Commission"), in 2-1 vote, proposed revisions to its proxy rules that would require registrants and dissident shareholders...
United States
21 Nov 2016
Second Circuit Holds Facebook IPO Underwriters Not Subject to Short-Swing Profit Rules
On November 3, 2016, the Second Circuit upheld the district court's ruling involving the Facebook IPO that underwriters of the IPO are not required to disgorge short-swing profits...
United States
14 Nov 2016
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