07 July 2016

Week Ahead from Withers Newsletter Archive

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Below is a complete archive of our Week Ahead newsletters, in case you would like to review one of our previous issues.

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Week Ahead September 25, 2016 includes:
• Federal Court Rules that SEC Has Cause of Action Against CEOs and CFOs Who Provide False Rule 13a-14 Certification
• United Kingdom Case Clarifies That Sale of Software Licenses May Be Subject to Agency Regulations
CFTC Signs Memorandum of Understanding with Mexican Authorities 

Week Ahead September 18, 2016 includes:
SEC Settles Charges Relating to Wrap Fee Program Compliance Failures
NYSE Revises Equity Compensation Plan FAQs
• Delaware Courts Rule on Stockholder Claims for Alleged Breaches of Fiduciary Duties

Week Ahead September 11, 2016 includes:
SEC Announces Penalties for Advertising False Performance Claims
• Federal Court Rules That Third Parties Can Raise “Work For Hire” Defense to Copyright Claims
SEC Proposes Amendments That Would Require a Hyperlink to Filing Exhibits

Week Ahead September 4, 2016 includes:
SEC Requires Additional Disclosure by Investment Advisers
SEC Requests Comments on Regulation S-K Disclosure Requirements
• New FINRA Rules Ease Regulation of M&A and Private Placement Brokers

Week Ahead August 28, 2016 includes:
• Federal Appeals Court Upholds Constitutionality of SEC’s Administrative Judge Proceedings
FINRA Proposes Amendments to Rules on Gifts, Entertainment and Non-Cash Compensation
• Federal Appeals Court Expands “Compensation” Definition for Investment Advisers

Week Ahead August 21, 2016 includes:
• Delaware Limits Stockholder Appraisal Rights
SEC Fines Public Company for Severance Agreement Restrictions on Potential Whistleblowers
• Federal Court Rules Delaware Unclaimed Property Audit Technique Violates Due Process

Week Ahead August 14, 2016 includes:
IRS Permits Early Application of New Partnership Audit Rules Under Bipartisan Budget Act of 2015
• FinCEN Broadens its Scrutiny of All-Cash Real Estate Purchases to Additional Locations in NYC, Florida, California and Texas
CFTC Proposes Expanded Registration Exemption for Non-U.S. Intermediaries

Week Ahead August 7, 2016 includes:
SEC Issues No-Action Letter Cutting Back on Company Right to Exclude Proxy Access Shareholder Proposal
EPA Issues Rule Intended to Reduce Formaldehyde Vapors from Wood Products
SEC Revises C&DI Relating to Selling Shareholder Disclosure

Week Ahead July 31, 2016 includes:
• The U.S. EPA Determines that Aircraft Emissions Endanger Public Health and the Environment
• Brexit’s Expected Impact on Fund Promotion
SEC Issues Compliance and Disclosure Interpretations Relating to Hart-Scott Passive Investment Exemption
SEC Amends Regulation SBSR Rules Related to Reporting of Security-Based Swap Transactions

Week Ahead July 24, 2016 includes:
SEC Issues New Compliance and Disclosure Interpretations Relating to Form S-4 and A/B Exchanges
• The U.S. EPA Finalizes Rules to Reduce Methane Emissions in Landfills
SEC Proposes to Simplify Disclosure Requirements

 Week Ahead July 17, 2016 includes:
• Delaware Court Applies Business Judgment Standard to Two-Step Merger Approved by Majority Stockholders Through Tender Offer Acceptance
NASDAQ Adopts Golden Leash Disclosure Rule
SEC Proposes Rules Requiring Investment Advisers to Adopt Business Continuity and Transition Plans

Week Ahead July 10, 2016 includes:
• Brexit and Ramifications on Value Added Tax (VAT)
SEC Adopts New Resource Extraction Issuer Rules
SEC Proposes Changes to Smaller Reporting Company Definition and Thresholds

Week Ahead July 3, 2016 includes:
• Brexit Report: Data Privacy And Intellectual Property Consequences Of United Kingdom’s Vote To Exit The European Union
• Delaware Court Of Chancery Addresses LLC Delegation Authority
SEC Announces Second Largest Whistleblower Award
• Toxic Substances Control Act Amended

Week Ahead June 26, 2016 includes:
• Brexit’s Potential Impact on Business
SEC Proposes Rules Modernizing Mining Company Disclosures
SEC Approves Creation Of Investors’ Exchange LLC (IEX) As The Newest U.S. Stock Exchange
• Massachusetts Court Holds That Text Messages Meet Statute Of Fraud Requirements

Week Ahead June 19, 2016 includes:
• Court Restricts SEC’s Ability To Seek Declaratory Relief And Civil Disgorgement To A Five-Year Statute Of Limitations
PCAOB Reproposes Auditing Standard That Would Increase Audit Report Transparency
• Law Firms Issue White Paper Providing Guidance On Indenture Amendment Legal Opinions In Wake Of Recent Trust Indenture Act Cases

Week Ahead June 12, 2016 includes:
• Delaware Court Of Chancery Addresses Dgcl Section 262 Appraisal Rights Cases And Default Voting Instructions
SEC Settles With Private Equity Fund Adviser That Acted As Unregistered Broker
• Google Wins Federal Copyright Case Against Oracle

Week Ahead June 5, 2016 includes:
SEC Issues Equity Crowdfunding Compliance And Disclosure Interpretations
EEOC Issues Rules Under Ada And Gina Relating To Employer Wellness Programs
• U.S. Supreme Court Clarifies The Test For Standing In Cases Alleging A Procedural Violation Of A Statutory Right

Week Ahead May 29, 2016 includes:
SEC Updates Guidance As To Use Of Non-GAAP Financial Measures
• Ontario Enacts Carbon Dioxide Cap-And-Trade Regime
SEC Imposes Series Of Substantial Whistleblower Awards

Week Ahead May 22, 2016 includes:
• New UK Property Disclosure Laws Proposed
• Federal Court Ruling Favors Upholding Of Software Patent Validity
FTC and FCC Collaborate In Parallel Probes Relating To Mobile Device Security Updates

Week Ahead May 15, 2016 includes:
• President Obama Signs Major Federal Trade Secret Legislation Into Law
• New York Adopts Defendant-Friendly Standard For Shareholder Suits In Going-Private Mergers By Controlling Shareholders
• Supreme Court Asked To Review Constitutionality Of America Invents Act

Week Ahead May 8, 2016 includes:
• Congress Set To Update Electronic Communications Privacy Act With Email Privacy Act
SEC Adopts Business Conduct Standards For Security-Based Swap Dealers And Participants
• Federal Court Rejects Limitations To Venue In Patent Cases

Week Ahead May 1, 2016 includes:
• Delaware Court Confirms That A Limited Partnership Agreement Protects General Partners In Affiliated Transactions
FINRA Reminds Members About Pension Income Stream Product Obligations
• Delaware Case Highlights Risks Of Implementing Structural Defenses Against Stockholder Activism

Week Ahead April 24, 2016 includes:
SEC Publishes A Concept Release On Modernizing Regulation S-K
FASB Releases Modified Accounting Rules For Stock-Based Compensation
DOJ Sues ValueAct For Violating Pre-Merger Notification Requirements

Week Ahead April 17, 2016 includes:
• Federal Court Rules That Private Equity Funds Are Liable For Bankrupt Portfolio Company’s Withdrawal Liability Under ERISA
SEC Issues Compliance And Disclosure Interpretation On Describing Shareholder Proposals On Proxy Cards
CFTC Emphasizes Continual Background Checks As Part Of Its Annual Smartcheck Week

Week Ahead April 10, 2016 includes:
• Delaware Court Reaffirms That Majority Stock Ownership Is Not Sole Criterion For A “Control” Determination
• Delaware Bar Association Proposes Amendments To Delaware General Corporation Law
FINRA Issues Report On Effective Practices For Digital Investment Advice

Week Ahead April 3, 2016 includes:
IRS Questions Established Tax Treatment Of “Bad Boy Guarantees” In Non-Recourse Financings In Real Estate Limited Partnerships And LLCs
SEC May Look To Shorten Trade Settlement Cycle To T+2 from T+3
SEC and DOJ Bring Parallel FCPA Cases Against US Entity And Its Chinese Subsidiaries

Week Ahead March 27, 2016 includes:
• New IRS Rules Require Certain Domestic Entities To Report Specified Foreign Financial Assets
CFTC Approves Substituted Compliance Framework For Dually-Registered Central Counterparties Located In The EU
SEC Commissioner Indicates That SEC May Seek Proxy Reform

Week Ahead March 20, 2016 includes:
• Delaware Chancery Court Clarifies That New Delaware General Corporation Law Section 205 Allows For Retroactive Cure Of Defective Corporate Acts And Not Invalidation Of Prior Acts Or Prospective Validation Of Future Acts
ISS Adds Three New Executive Compensation FAQ’S
SEC Commences Fraud Proceedings Against Investment Group For Failure To Disclose Deteriorating Financial Condition

Week Ahead March 13, 2016 includes:
NYSE Requires Foreign Private Issuers To Submit Semi-Annual Financial Information To The SEC
• Department Of Justice Issues “Yates Memo” Addressing Individual Liability For Corporate Misconduct
• Delaware Chancery Court Issues Decision On Director And Officer Indemnification And Advancement Of Litigation EXPENSES

Week Ahead March 6, 2016 includes:
• New FASB Rules Mandate Greater Management Role In Going Concern Evaluation And Disclosure Starting In 2016
• Immediate Delisting No Longer Required For NASDAQ-Listed Companies That Fail To Hold An Annual Meeting
SEC Charged Registered Investment Adviser With Making Misstatements To Advisory Clients By Advertising Unverified Track Records

Week Ahead February 28, 2016 includes:
NASDAQ Has Proposed Disclosure Requirement As To Third Party (Including Shareholder) Payments To Directors
• Delaware Court Invalidates For-Cause Requirement To Remove Directors From Non-Classified Boards
CFTC Issues No-Action Relief For Foreign Intermediaries Engaged In Commodity Interest Transactions

Week Ahead February 21, 2016 includes:
• Delaware Chancery Court Rejects Another Disclosure-Only Settlement In Merger Context
CFTC And European Commission Agree To Harmonize Cross-Border Derivatives Regulations
FASB Issues Guidance On Financial Instrument Recognition And Measurement

Week Ahead February 14, 2016 includes:
OTCQX Listing And Governance Standards Increased
SEC Approves FINRA Crowdfunding Portal Rules
• London’s AIM Market To Permit Electronic Settlement For Certain Regulation S Securities

Week Ahead February 7, 2016 includes:
• Supreme Court To Decide On Remote Tippee Liability In Insider Trading Cases
SEC Releases 2016 Examination Priorities
• Growth Of Public Benefit Corporations

Week Ahead January 31, 2016 includes:
• Delaware Supreme Court Enforces Agreement To Engage In Good Faith Negotiations
• New Disclosure Requirements For Major Shareholders Of U.K. Companies
• Paris Agreement Adopted During 21st Conference Of The Parties Of The UN Framework Convention On Climate Change

Week Ahead January 24, 2016 includes:
SEC Adopts Fast Act Rules Simplying Disclosure Requirements For Emerging Growth Companies
• European Commission Proposes “European Deposit Insurance Scheme” To Strengthen Banking Union
SEC Makes Bounty Payment To Corporate Whistleblower

Week Ahead January 17, 2016 includes:
• New Path Act Provides Capital Gains Tax Exclusion For Certain Small Business Investments And U.S. Real Estate Investments By Foreign Investors
• Oregon Supreme Court Upholds Delaware Exclusive Forum Selection Bylaws
• Bipartisan Budget Act Of 2015 Significantly Reforms Partnership Audit Procedures

Week Ahead January 10, 2016 includes:
SEC Recommends Expanding “Accredited Investor” Definition
SEC Seeks Public Comment on Transfer Agent Rules
SEC Issues Annual Staff Reports on Credit Rating Agencies
JPMorgan Agrees to Pay Over $250 Million for Disclosure Failures

Week Ahead January 3, 2016 includes:
• Uniform Law Commission to Vote on Model Social Media Legislation in 2016
EPA Launches eDisclosure Portal to Facilitate Self-Reporting Violations
• The SEC Re-Proposes Resource Extraction Rules
• The PCAOB Adopts Rules Requiring Disclosure of Engagement Partner

Week Ahead December 27, 2015 includes:
• California Adopts Digital Privacy Rights Law
• European Union Agrees to Significant Data Protection Reform
• Harvard Publishes Withers Advice On Successful Proxy Contest Defense
SASB Issues New Implementation Guide

Week Ahead December 20, 2015 includes:
• Fixing America’s Surface Transportation (FAST) Act Enacted, Including Capital-Raising and Disclosure Provisions for Public and Private Companies
• Secretary of State Granted Power to Deny and Revoke Passports Due to Delinquent Taxes Under FAST Act
SEC to Require Voluntary Disclosure for DPA/NPA Resolutions in FCPA Cases
IRS Issues Guidance on Internal Revenue Code Section 162(m)

Week Ahead December 13, 2015 includes:
• Delaware Upholds Financial Advisor Liability for Failure to Disclose Conflict of Interest to Seller Board
• New York Proposes Anti-Terrorism/Money Laundering Banking Regulations
SEC Settles Charges with Grant Thornton Over Deficient Audits

Week Ahead December 6, 2015 includes:
ISS Amends Director Overboarding Policy
• New U.K. Anti-Slavery/Trafficking Act Requires Companies With U.K. Operations To Produce Compliance Statements
• Fantasy Sports Companies Facing Intensified Legal Scrutiny

Week Ahead November 29, 2015 includes:
SEC Issues Interpretations Relating To Proxy Unbundling In Mergers
FASB Proposes New Guidance On Materiality
• Increased Patent Trolling Following The Passage Of The America Invents Act

Week Ahead November 22, 2015 includes:
• Court Holds Directors Personally Liable For Retaliating Against Whistleblowers
• Delaware Court Dismisses Aiding And Abetting Claim Against Financial Advisor
• Regulation A Usage After June 2015 Amendments

Week Ahead November 15, 2015 includes:
• Delaware Court Of Chancery Addresses Contractual Good Faith Standard In M&A Transactions
• Houlihan Lokey Releases M&A Purchase Agreement Study
SEC Proposes Rules On Intrastate Securities Offerings

Week Ahead November 8, 2015 includes:
SEC Adopts Long-Awaited Equity Crowdfunding Rules
SEC Provides Guidance On Whistleblower Retaliation Protection
• Delaware Court Awards Significant “Fairer Price” Damages To Stockholders

Week Ahead November 1, 2015 includes:
SEC Limits Ability To Exclude Certain Shareholder Proposals
• Delaware Supreme Court Reinforces Business Judgment Rule
• Delaware Court Of Chancery Rejects Disclosure-Only Settlement Agreement

Week Ahead October 25, 2015 includes:
SEC Proposes Rules Requiring Companies To Adopt Clawback Policies On Executive Compensation
SEC Expecting To Issue Resource Extraction Rules Before July 2016
DOJ Increases Executives’ Accountability

Week Ahead October 18, 2015 includes:
NYSE implements new “Material Information” Policy
SEC Adopts Pay Ratio Disclosure Rules, Starting in Fiscal Year 2017
• EU Personal Data Transfer Safe Harbor Declared Invalid
• Additional SEC Relief for Smaller Issuers


Category: Article