Locke Lord QuickStudy: Two Recent Delaware Decisions Provide Practical Transaction Guidance
Two year-end decisions by the Delaware Court of Chancery provide practical guidance for mergers and other transactions, one on the meaning of “commercially reasonable efforts” and other commonly used standards of efforts and the other on the effectiveness of corporate authorizing action.
SEC Reporting Companies Can Use Reg. A
On December 19, as directed by Congress, the Securities and Exchange Commission adopted amendments to Regulation A that will enable companies that are subject to the reporting requirements of Securities Exchange Act of 1934 to use Regulation A.
SEC Seeks Comments on Earnings Releases and Quarterly Reports
The Securities and Exchange Commission has requested comments on the nature, content and timing of earnings releases and quarterly reports made by reporting companies. Specifically, the request solicits input on how the SEC can limit burdens associated with quarterly reporting, while maintaining or enhancing investor protections.
Delaware Court Rules Federal Forum Selection Provision Covering Securities Act Claims Invalid
The Delaware Court of Chancery today ruled that a provision in the certificate of incorporation requiring any claim under the Securities Act of 1933 to be filed in federal court is invalid.
SEC Requires Proxy Disclosure of Hedging Policies by all Public Companies
Codifying what has become a common disclosure practice, the Securities and Exchange Commission has now required all public companies to disclose whether or not they have a policy or practice on transactions by directors or employees to hedge their exposure with respect to company equity securities and, if so, to describe it.
New Captive Insurance Rules Adopted in Texas
The Texas Department of Insurance (“TDI”) has amended its administrative rules governing Texas captive insurance companies.