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Inflation Reduction Act
House Votes to Invalidate Extraction Payment Disclosure Rule
On February 1, 2017, the U.S. House of Representatives passed House Joint Resolution 41 to annul the Extraction Payment Disclosure Rule. The rule would require oil and gas companies to disclose in annual reports for fiscal years ending on or...
Webinar: Anatomy of an IPO: What Every Bank Thinking of Going Public Needs to Know
Get a jump start on a successful planning process for you IPO. The “Anatomy of an IPO” will guide you along the path of preparing for, and living through, an IPO, as well as navigating the sometimes treacherous waters of...
Final Regulations on MLP Qualifying Income Released and Published Despite Trump Moratorium
On January 19, 2017, the Department of the Treasury and the Internal Revenue Service (IRS) issued final regulations ( Final Regulations ) regarding qualifying income under Internal Revenue Code (Code) section 7704(d)(1)(E). The Final Regulations were published on January 24...
SEC Amends Rules Affecting Intrastate and Small Exempt Offerings
On October 26, 2016, the Securities and Exchange Commission (“SEC”) announced amendments to certain rules exempting intrastate offerings and other limited offerings from federal registration requirements. The SEC modernized Rule 147, added new Rule 147A, increased the offering ceiling for...
SEC Proposes New Rules Requiring Universal Proxy Cards
On October 26, 2016, the U.S. Securities and Exchange Commission proposed changes to the proxy rules to require the use of universal proxy cards in contested director elections. Universal proxy cards would permit shareholders to vote by proxy for their...
SEC Releases New Interpretations on CEO Pay Ratio Disclosure
On October 18, 2016, the staff of the Division of Corporation Finance of the Securities and Exchange Commission published five new Compliance & Disclosure Interpretations (CDIs) related to CEO pay ratio disclosures. The CDIs provide some clarity on how companies...
Delaware Chancery Court Dismisses Challenge to Merger of MLPs
Reaffirms Ability of Limited Partnerships to Modify Fiduciary Duties by Contract, Including Disclosure Obligations in Mergers In an opinion issued on March 29, 2016, the Delaware Chancery Court dismissed a challenge to the 2015 acquisition of Regency Energy Partners LP...
Proxy Access Shareholder Proposals: SEC Staff Responds to Requests to Exclude on “Substantially Implemented” Grounds
Staff grants relief to some, denies relief to others. Ownership threshold appears to be determining factor. Important implications for companies that have adopted or are considering adoption of a proxy access bylaw. The staff of the SEC Division of Corporation...
FAST Act Impact on Community Banks
Last week, President Obama signed into law a $305 billion bundle of legislation referred to as the FAST Act. While the FAST Act was conceived as a transportation bill, it came to contain a number of provisions targeted towards the...
FAST Act - Capital Markets Provisions
On December 4, President Obama signed a $305 billion transportation bill, referred to as the FAST Act, into law. While primarily a transportation bill, the FAST Act includes a number of key capital markets provisions aimed at enhancing the JOBS...
Obtaining Diminution in Value Damages for Seller Misrepresentations in M&A Agreements: New Ruling in the Southern District of New York
On September 28, 2015, the U.S. District Court for the Southern District of New York issued an Opinion and Order (the Opinion) in favor of our client, Stanley Black & Decker, Inc. (SB&D), in its litigation arising from SB&D’s indemnity...
NYSE Amends Timely Alert Policy
The New York Stock Exchange has amended the provisions of its Listed Company Manual concerning dissemination of material news by listed companies and the circumstances under which the NYSE may halt trading in listed securities. The amendments will be effective...
What You Need to Know About the SEC's New Pay Ratio Disclosure Rules
On August 5, 2015, the Securities and Exchange Commission voted to approve final rules to implement pay ratio disclosure pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. As required by Dodd-Frank, the new rules...
SEC Proposes Rules Relating to Clawbacks of Incentive-Based Compensation
On July 1, 2015, the Securities and Exchange Commission proposed rules that would require stock exchanges to adopt listing standards relating to the clawback of incentive-based compensation for certain executive officers where the compensation was based on financial performance for...
SEC Proposes Changes to Various Reporting Requirements for Investment Advisers
On May 20, 2015, the Securities and Exchange Commission (SEC) unanimously approved a proposal of additional amendments to the Investment Advisers Act of 1940 (Advisers Act) 1 : specifically, three changes to Form ADV 1A, and one revision to the...