Harvard Corporate Governance

APRIL 2, 2022

The SEC would then use this data to make publicly available aggregate data about short positions and short sale activity in individual securities. more…).

Marketability 237

Marketability 237

Harvard Corporate Governance

APRIL 6, 2022

Reed violated Exchange Act Section 10(b) and its accompanying Rule 10b-5 “by trading on material, non-public information [of Torotel, Inc.] Reed violated Exchange Act Section 10(b) and its accompanying Rule 10b-5 “by trading on material, non-public information [of Torotel, Inc.] The views expressed in this post are those of Ms.

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201

Harvard Corporate Governance

JUNE 1, 2022

Citations below refer to sections, pages, and footnotes in the final regulation. Second , the activist needs to inform shareholders about its nominees, which might seem obvious. So, shareholders receive a company proxy statement with all the usual information, including glorious detail about the company nominees.

237

237

ThomsonReuters

MARCH 30, 2023

The report provides aggregate information about the characteristics of private-sector self-insured health plans, including number of participants, benefits offered, funding arrangements, and plan assets, as well as publicly available financial information about their sponsoring employers.

Compliance 94

Compliance 94

Harvard Corporate Governance

APRIL 12, 2022

3] In 2018, the Commission issued interpretive guidance to reinforce and expand upon the 2011 Staff Guidance by identifying existing provisions in Regulations S-K and S-X that may require disclosure about cybersecurity risks, governance, and incidents. [4] 4] Notably, the guidance did not create any new obligations. more…).

Corporate Finance 196

Corporate Finance Finance 196

Harvard Corporate Governance

JANUARY 5, 2023

This is in contrast to 2020, when activism activity was dampened during the even higher levels of stock market volatility resulting from the onset of the COVID-19 pandemic due to the economic uncertainty caused by the pandemic and concerns about acquiring stock that could continue to decline rapidly.

Marketability 297

Marketability 297

Harvard Corporate Governance

MAY 21, 2022

About the survey. The respondents represent a cross section of complexes, nearly 40% of which oversee $100 billion or more in assets under management. Voice by Eleonora Broccardo, Oliver Hart and Luigi Zingales (discussed on the Forum here ). In 2021, nearly 120 independent directors participated in our survey.

Marketability 275

Marketability 275

Harvard Corporate Governance

AUGUST 27, 2022

Today the Commission adopted a rule that provides investors with information about how corporate executives are paid. This rule does not regulate the way companies incentivize their executives, but rather the disclosures that companies are required to make about such compensation. That is, quite simply, it.

Banking 197

Banking Marketability 197

Harvard Corporate Governance

FEBRUARY 13, 2023

The importance of trust has led to significant discussion about how it is built, and transparency (disclosure) is viewed as a common tool for building trust (e.g. This has elevated the role of trust in enabling the adoption of these products. Offermann and Rosh (2012)).

Finance 252

Finance Banking Technology 252

Harvard Corporate Governance

OCTOBER 5, 2022

Plaintiffs seeking to bring such a suit would likely allege one or more of the following causes of action: Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 (the “Securities Act”), and. Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated.

Marketability 197

Marketability 197

ThomsonReuters

DECEMBER 1, 2023

Section 179 and expensing property Running a company is expensive. If, during the tax year, a client has purchased a tangible or intangible asset and is looking to claim depreciation and amortization deductions or expense certain property under Section 179 , Form 4562 must be filed with their annual tax return. What is Form 4562?

Intangible Assets 97

Intangible Assets 97

John Jenkins

JANUARY 10, 2024

Shortly after they were approved in August, I blogged about the 2023 DGCL amendments, including the amendment to Section 272 providing that Section 271’s stockholder approval requirements will not apply to a disposition of property securing a mortgage or pledged to a secured party if either the secured party exercises rights to effect the disposition, (..)

40

40

Harvard Corporate Governance

MARCH 21, 2023

We had previously written about the Blaszczak case while the decision from the Second Circuit was pending [2] and, earlier, after the Second Circuit’s initial ruling in the case. [3] Blaszczak (“Blaszczak II”), this time delivering a victory to defendants accused of insider trading based on non-public predecisional government information. [1]

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243

Harvard Corporate Governance

JUNE 4, 2023

On May 3, 2023, the Securities and Exchange Commission (SEC) voted at an open meeting to adopt final rules to require enhanced disclosure about issuer share repurchases under the Securities Exchange Act of 1934, as amended.

Equity 205

Equity 205

Benzinga

APRIL 26, 2024

About Diamondback Diamondback is an independent oil and natural gas company headquartered in Midland, Texas focused on the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves in the Permian Basin in West Texas.

45

45

Reynolds Holding

APRIL 17, 2024

The issue presented was whether the failure to make a disclosure pursuant to Item 303 of Regulation S-K can serve as the basis for a securities fraud claim under Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act), “even in the absence of an otherwise-misleading statement.”

45

45

ThomsonReuters

NOVEMBER 15, 2023

What to know about Section 501 What is Form 990? Charity tax exemptions are granted based on the organization’s compliance with specific regulations and its designation under Section 501(c) of the Internal Revenue Code. Pay close attention to specific sections that may require additional schedules or attachments.

Compliance 52

Compliance Finance 52

Harvard Corporate Governance

DECEMBER 18, 2022

The amendments to Form N-PX enhance the information investment funds report about their proxy votes. SEC adopts rules to enhance proxy voting disclosure by investment funds and require disclosure of “say-on-pay” votes for institutional investment managers.

163

163

Harvard Corporate Governance

JULY 26, 2022

We asked about the actions executives are taking to mitigate the amplified risks caused by the conflict and their concerns about what may come next as the conflict continues. A separate section looks at longer-term growth strategies following back-to-back global shocks (i.e.,

Technology 150

Technology 150

Harvard Corporate Governance

JULY 12, 2022

Environmental Protection Agency , holding that the EPA lacks authority under Section 7411(d) of the Clean Air Act to limit greenhouse gas emissions from power plants through “generation shifting,” i.e., increasing the use of cleaner energy sources like wind and solar and reducing the use of dirtier sources like coal. [1]

205

205

IVSC

JANUARY 24, 2024

This substantial update includes new chapters on Data & Inputs, Documentation, and Financial Instruments , alongside a reordered General Standards section that more accurately reflects the modern valuation process. How can I learn more about the rationale for changes in this edition? Must: Actions or procedures that are mandatory.

Intangible Assets 279

Intangible Assets Compliance Marketability Banking 279

N Contracts

APRIL 11, 2023

From the second largest bank failure to the highly anticipated deadline for the Consumer Financial Protection Bureau’s (CFPB) final rule implementing Section 1071 of the Dodd-Frank Act, there’s a lot to talk about in  this month’s  Regulatory Update podcast. 

Banking 52

Banking Compliance 52

Harvard Corporate Governance

OCTOBER 28, 2022

Section 953(a) of the Dodd-Frank Act added Section 14(i) to the Securities Exchange Act of 1934 directing the SEC to adopt a rule requiring companies to disclose information about the relationship between executive compensation and financial performance. Historical Background and Commissioners’ View.

Compliance 128

Compliance 128

N Contracts

FEBRUARY 22, 2023

She’s a regulatory compliance expert at Ncontracts, and one of her jobs is tracking Section 1071 of the Dodd-Frank Act and ensuring our company and our clients know everything we need to know about this upcoming rule. Meet Alesha Briley, CMCP.

Compliance 52

Compliance 52

Gross Mendelsohn

APRIL 5, 2022

Here’s what technology companies need to know about an amendment to Section 174 of the tax code that can affect taxable net income. Certain provisions of the Tax Cuts and Jobs Act (TCJA) could have a significant impact on technology companies in 2022.

Technology 65

Technology 65

Appraisers Blog

FEBRUARY 17, 2023

A proposed update of professional guidelines for property appraisals contains confusing language about what constitutes discrimination, and would even suggest appraisers could engage in “ethical” discrimination. Folks, the following article is in the ABA Banking Journal e-newsletter, posted on Wednesday, February 15, 2023.

Appraisal 70

Appraisal Banking 70

Harvard Corporate Governance

NOVEMBER 27, 2022

At the same time, there are concerns about the benefits of incorporating ESG measures into compensation, the risks of doing so (e.g., At the same time, there are concerns about the benefits of incorporating ESG measures into compensation, the risks of doing so (e.g., Insights for What’s Ahead.

Compliance 351

Compliance Finance Equity Marketability 351

Internal Audit 360

MAY 11, 2022

The Power of Regret draws on research in psychology and economics, among other subjects, to challenge assumptions about emotions and behavior. More on this in the Morals section below. I liked the book so much that I started following Pink on LinkedIn, where I learned that he had published a new book titled The Power of Regret.

Start-ups 98

Start-ups Banking 98

Benzinga

JANUARY 26, 2023

26, 2023 (GLOBE NEWSWIRE) -- New Mexico Water Service (New Mexico Water), a subsidiary of California Water Service Group (Group) (NYSE: CWT ), has signed an agreement to purchase the assets of Lake Section Water Company (Lake Section), a utility located in Chapparal, N.M. RIO COMMUNITIES, N.M., Full story available on Benzinga.com

40

40

Reynolds Holding

FEBRUARY 11, 2024

Supreme Court held oral argument on a question that could have significant consequences for securities litigants: whether a failure to disclose information under Item 303 of Regulation S-K is, standing alone, an actionable omission under Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. Moab Partners LP.

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45

ThomsonReuters

FEBRUARY 23, 2023

As background, responsible reporting entities (RREs) for group health plans—typically insurers or third-party administrators (TPAs)—are required to report information to CMS about individuals who are both entitled to Medicare and covered under a group health plan. Contributing Editors: EBIA Staff.

52

52

Harvard Corporate Governance

MARCH 10, 2023

Crozier, and Gabrielle E. Wolf, Innisfree M&A Inc.,

Compliance 204

Compliance 204

Reynolds Holding

DECEMBER 6, 2023

My primary concern about the Proposal is that it goes beyond the limited aims Congress set for the SEC in the statutory provisions the SEC used as authority for the rulemaking. Those words and concepts dominated section 913. Subsection 211(h)(2) should not be considered alone and out of context.

Technology 52

Technology 52

Benzinga

FEBRUARY 26, 2024

Assuming both APA and Callon shareholder approvals are obtained, the closing of the acquisition is expected to occur on or about April 1, 2024. We look forward to integrating the Callon assets and providing more information about the Permian Basin outlook from the combined assets. HOUSTON, Feb.

40

40

ThomsonReuters

JULY 1, 2022

In our last edition of the Certified Payroll Professional Corner (CPP), we talked about Form I-9 (Employment Eligibility Verification). We asked: “There are three sections to Form I-9. What’s interesting to note about the case was the payroll manager played a significant role in the investigation.

94

94

John Jenkins

DECEMBER 16, 2022

This Freshfields blog reviews the FTC & DOJ’s merger enforcement litigation efforts during 2022 and provides some suggestions about actions companies thinking about current and future transactions should take to enhance their position.

40

40

ThomsonReuters

MARCH 25, 2024

Section 174 Capitalization of the Tax Cuts and Jobs Act (TCJA) has created confusion for many corporate tax specialists to work through in the coming months. As a reminder, Section 174 defines both indirect and direct research expenses. Pending legislation is complicating matters even further. However, passage of H.R.

Technology 45

Technology Compliance 45