Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest. MORE

Public Companies and Securities

The Securities and Exchange Commission proposed amendments to Exchange Act Rule 14a-8, the shareholder proposal rule, which requires companies subject to the federal proxy rules to include shareholder proposals in their proxy statements, subject to certain procedural and substantive requirements.

According to the SEC the proposed amendments would:

  • Revise three of the substantive bases for

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

The SEC has released an illustrative letter that contains sample comments that the Division of Corporation Finance may issue to companies based on their specific facts and circumstances related to Russia’s invasion of Ukraine and related supply chain issues.

The SEC notes companies may have disclosure obligations under the federal securities laws related to the

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”

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