Remove section well
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Statement by Chair Gensler on Final Rules Regarding Short Sale Activity

Harvard Corporate Governance

Today, the Commission is voting to adopt rules to broaden the scope of short sale-related data available to regulators as well as the investing public. When Congress in Dodd-Frank mandated that the SEC write rules with regard to short selling disclosure, they did so by amending that same section, 13f. more…)

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The SEC’s Proposed New Short Disclosure/Sale Requirements

Harvard Corporate Governance

Indeed, in certain respects the requirements of proposed Rule 13f-2 and Form SHO would be much more substantial than the current disclosure of long positions by certain Institutional Investment Managers under Rule 13f-1 and Form 13F as well as beneficial ownership reporting under Section 13(d) and Schedule 13D/G. more…).

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Amendments to Rules Governing Trading Plans and Insider Filings

Harvard Corporate Governance

14, 2022, the Securities and Exchange Commission (the “SEC”) adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”), that include, among other things, changes to Rule 10b5-1(c)(1)’s affirmative defense to insider trading liability under Section 10(b) and Rule 10b-5 under the Exchange Act.

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DGCL Amendment Merits Amending Charters and Engagement with Institutional Shareholders

Harvard Corporate Governance

Delaware has now amended Section 102(b)(7) to expand this exculpation right to be available to cover executive officers as well. This amendment to the DGCL is a response to the increasing frequency of shareholder suits where the plaintiffs name executive officers, including general counsels, as defendants. more…).

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Comment on Fannie Wants to Script Conclusions of Outside Analyst – Believes It Is Above the Law by Baggins

Appraisers Blog

Article 1 section 10. And works very well. Sure Spencer, no problem. Posted in response to the final statement of the above article; ‘to compel speech through coercion.’ ’ Show me the man. I will show you the crime. Defining a new assignment condition is subsequently prohibited. Pressuring appraisers works.

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Lessons from the Goldstein Opinion

Harvard Corporate Governance

Comprehensive minutes, coupled with equally comprehensive (and consistent) disclosure in a merger proxy statement or recommendation statement on Schedule 14D-9, may well be the best defense for target company boards and officers against the risk from Section 220 demands and post-closing “sale process” claims by plaintiffs.

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Statement by Chair Gensler on Final Rules Regarding Mandatory Climate Risk Disclosures

Harvard Corporate Governance

2] We did so in 1980 when the agency adopted Management’s Discussion and Analysis (MD&A) sections in Form 10-K. [3] 4] And we did it as well when the Commission issued 2010 Climate Guidance about climate-related risks faced by public companies. [5] 1] We did so in the 1970s regarding disclosure related to environmental risks. [2]

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