- Provides that bylaws may address emergency powers of a corporation where it is impracticable for the corporation to conduct affairs in accordance with the Minnesota Business Corporation Act
- Permits ratification or validation of defective corporate acts
- Allows a board
Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest. MORE
Public Companies and Securities
SEC Walks Away From Climate Disclosure Litigation
By Steve Quinlivan on
The SEC announced that the Commission had voted to end its defense of the rules requiring disclosure of climate-related risks and greenhouse gas emissions.
SEC Acting Chairman Mark T. Uyeda said, “The goal of today’s Commission action and notification to the court is to cease the Commission’s involvement in the defense of the costly and…
SEC Expands Confidential Filings to Facilitate Planning for IPOs
By Steve Quinlivan on
- Expanding the availability of the nonpublic review process for the initial registration of a class of securities under the Exchange Act to
SEC Staff Signs Off on Meme Coins
By Steve Quinlivan on
The SEC Staff at the Division of Corporation Finance issued a statement which said “It is the Division’s view that transactions in the types of meme coins described in this statement, do not involve the offer and sale of securities under the federal securities laws.”
What types of meme coins were described? “A “meme coin”…
SEC Settles Charges Against Shift4 After Failing to Disclose Related-Person Transactions
By Carissa Occhipinto on
In a settled enforcement action, the Securities and Exchange Commission (“SEC”) charged Shift4 Payments, Inc. (“Shift4”), a payment processing company based in Pennsylvania, with failing to disclose payments made to immediate family members of executive officers and directors as compensation.
Item 404(a) of Reg S-K requires companies describe transactions since the beginning of the last…
SEC Announces Settlement with Express, Inc. for Failure to Disclose CEO Perks
By Carissa Occhipinto on
On December 17, 2024, the Securities and Exchange Commission (“SEC”) announced that it had settled charges against Ohio-based Express, Inc. (“Express”). The SEC ultimately found that Express violated Sections 13(a) and 14(a) of the Securities Exchange Act of 1934 and Rules 12b-20, 13a-1, 13a-15(a), 14a-3, and 13a-9 by failing to disclose all of its former…
Corporation Finance Director Speaks to Information Sharing Following Cybersecurity Disclosure
By Steve Quinlivan on
Erik Gerding, Director, SEC Division of Corporation Finance, issued a statement to clear up misconceptions following filing of an 8-K disclosing a cybersecurity incident.
According to Mr. Gerding, some companies are under the impression that if they experience a material cybersecurity incident, the SEC’s new rules prohibit them from discussing that incident beyond what was…
SEC Director of Corporation Finance Speaks to Cybersecurity Disclosures
By Steve Quinlivan on
Erik Gerding, Director, Division of Corporation Finance, released a statement on the preferred methods to disclose certain cybersecurity incidents. Mr. Gerding noted “The cybersecurity rules that the Commission adopted on July 26, 2023 require public companies to disclose material cybersecurity incidents under Item 1.05 of Form 8-K. If a company chooses to disclose a cybersecurity…
Supreme Court: Rule 10b-5 Does Not Cover Pure Omissions
By Steve Quinlivan on
In Macquarie Infrastructure Corp., et al., v. Moab Partners, L. P., et. al, a unanimous United States Supreme Court held that failure to make MD&A disclosures required by Item 303 of Regulation S-K does not violate Rule 10b-5(b). The Court reiterated the tenet of Basic Inc. v. Levinson that “Silence, absent a duty to…
SEC Adopts Final Climate Rules
By Steve Quinlivan on
The SEC adopted amendments to its rules under the Securities Act of 1933 and Securities Exchange Act of 1934 that will require registrants to provide certain climate related information in their registration statements and annual reports. The final rules will require information about a registrant’s climate-related risks that have materially impacted, or are reasonably likely…