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Client Alert | Preparing for the 2020 Proxy Season

Board Diversity, Social and Environmental Disclosure and Shareholder Engagement Take Center Stage October 30, 2019 | It is time to begin preparing for the 2020 proxy season and, though there are some minor rule changes, we believe this season will be defined by a focus on board diversity, social disclosure and shareholder engagement. As investors’ expectations mature, if not increase, in these areas, we’ve prepared a summary of developments to help guide your compliance efforts. Board Diversity. For some perspective on...

Client Brief | SEC Expands “Testing-the-Waters” Rule Beyond Emerging Growth Companies

October 7, 2019 | On September 26, 2019, the U.S. Securities and Exchange Commission (SEC) adopted a new rule, significantly expanding the “testing-the-waters” (TTW) accommodation previously reserved for emerging growth companies, or ECGs, defined as companies with less than $1.07 billion in annual revenues and which do not qualify as a large accelerated filer. Rule 163B now makes the TTW accommodation available to issuers of any size or reporting status. Issuers may now gauge potential market interest for a registered public...

Notable Recent Amendments to the Delaware General Corporation Law and Delaware Limited Liability Company Act

September 27, 2019 |So far in 2019, Delaware has made several amendments to the General Corporation Law (“DGCL”) and Limited Liability Company Act (“LLC Act”).  Significant changes are summarized below. Electronic Documents and Signatures  New DGCL § 116(a) considers an electronic document and signature as equivalent to a written document and signature, and any transaction governed by the DGCL or a company’s governing documents may be signed and delivered electronically. DocuSign is one example of an electronic signature platform that is...

Client Brief | Illinois-Based Public Companies Required to Disclose Board Diversity in Illinois Filings by 2021

September 16, 2019 | Late last month, Illinois enacted H.B. 3394 requiring publicly traded companies headquartered in Illinois to disclose key diversity information in Illinois state filings. Required disclosures include: racial, ethnic and gender diversity of their boards of directors; how demographic diversity is considered in their processes for identifying and appointing director nominees and executive officers; and policies and practices for promoting diversity, equity and inclusion among the board of directors and executive officers. Under the new law, effective August 27,...

Geoff Morgan featured in Crain’s M&A Roundtable Discussion

As published in Crain's Content Studio September 05, 2019 | U.S. deal value increased 28 percent to more than $2 trillion in 2018—its highest point in three years, according to PwC's quarterly Deals Industry Insights. Year-end surveys of U.S. corporate dealmakers and private equity firms predicted more and bigger M&A deals in 2019. Are current global political tensions, trade wars and volatile markets changing the trajectory? Three advisors who work with business owners looking to buy or sell a company shared their insights...

Client Brief | SEC Proposes Rule Revisions to Modernize and Simplify Disclosure Requirements

August 16, 2019 | On August 8, 2019, the US Securities and Exchange Commission (SEC) proposed amendments to certain provisions of Regulation S-K to streamline and simplify disclosures related to business, legal proceedings, and risk factors. The proposed amendments, which represent the first significant updates to these disclosures in over 35 years, are intended to improve the readability for investors, eliminate repetitive and immaterial information and simplify compliance for reporting companies. The amendments are part of the ongoing Disclosure Effectiveness Initiative...

Fairchild Morgan Law Welcomes Attorney Debra J. Stanek To Team

CHICAGO, Ill., July 15, 2019: Fairchild Morgan Law, a corporate boutique law firm with offices in Chicago and Milwaukee, is pleased to announce the addition of attorney Debra J. Stanek to its team. Stanek, who joins as Senior Counsel, is a seasoned lawyer and brings a wealth of experience in intellectual property and business law to the firm. “We are thrilled to welcome Deb to our growing Chicago team,” said Jessica B. Fairchild, co-founder and partner of Fairchild Morgan Law. “Her...

Client Brief | Nasdaq Issues Guidance on Additional, Stricter Criteria for Continued Listing

July 3, 2019 | Last month, Nasdaq issued additional guidance on its application of Rule 5101, which provides the exchange with “broad discretionary authority over the initial and continued listing of securities” to maintain an orderly trading market and public confidence in the Nasdaq market. The guidance comes after frequently asked questions on the application of Rule 5101. In issuing the guidance, Nasdaq noted that it would be impossible to list all of the factors that could cause it to exercise...

SEC Requests Comments on Overhaul of Private Securities Offering Exemptions

June 24, 2019 | Last week, the Securities and Exchange Commission published a concept release and requested public comment on ways to overhaul and streamline the myriad private offering exemptions from registration that exist under the current securities laws and regulations. The exemptions have been enacted and added onto over a period of more than 85 years, and the concept release notes that “market participants have conveyed concerns about the complexity of the exempt offering framework.” The SEC...

SEC Proposes Changes to Financial Disclosures for Acquisitions

May 15, 2019 | Earlier this month, the U.S. Securities and Exchange Commission proposed amendments to the rules governing financial statement disclosures for business acquisitions and dispositions. The proposed amendments are intended to reduce the cost and burden of preparing historical statements and pro forma financial information in connection with acquisitions or other business combinations for public companies. The proposal amends Rule 3-05 (relating to historical financial statements) and Article 11 of Regulation S-X (relating to pro forma financial information). The...