In a settled enforcement action, the SEC charged VMware, Inc., with omission of material information in its disclosures concerning its order “backlog” and revenue management, in quarterly and annual Exchange Act reports, on earnings calls, and in earnings releases, during its 2019 and 2020 fiscal years. According to the SEC, this information was necessary
Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest. MORE
SEC Fires Another Warning Shot on Confidentiality Agreements that Violate Whistleblower Provisions
The SEC brought an enforcement action against The Brink’s Company for using confidentiality agreements that the SEC alleged violated Exchange Act Rule 21F-17. That rule prohibits any person from taking any action to impede an individual from communicating directly with the Commission, including by “enforcing, or threatening to enforce, a confidentiality agreement….” The SEC has…
SEC Charges Issuer with Failure to Disclose Source of Revenue Growth
The SEC announced settled charges against technology company NVIDIA Corporation for inadequate disclosures concerning the impact of cryptomining on the company’s gaming business.
The SEC’s order finds that, during consecutive quarters in NVIDIA’s fiscal year 2018, the company failed to disclose that cryptomining was a significant element of its material revenue growth from the sale…
Chancery Considers Whether Acceptance of Equity Grant Violated Fiduciary Duties
In Knight v. Miller et al the Delaware Court of Chancery considered, among other things, whether the acceptance of an equity grant violated fiduciary duties. The case was before the Court on a motion to dismiss.
The case deals with grants of equity compensation made to directors and officers of Universal Health Services, Inc. (“UHS”…
SEC Charges Brazilian Mining Company with Misleading Investors about Safety Prior to Deadly Dam Collapse
The SEC charged Vale S.A., a publicly traded Brazilian mining company and one of the world’s largest iron ore producers, with making false and misleading claims about the safety of its dams prior to the January 2019 collapse of its Brumadinho dam.
According to the SEC complaint, Vale:
- improperly obtained stability declarations for the dam