Business lawyers are often confronted with the question of whether a client is obligated to disclose a particular piece of information, whether in an SEC filing, a private placement memo or on a disclosure schedule in a deal document. Under the general anti-fraud rules of the federal securities laws, the issue of disclosure often turns on the question of “materiality.” For example, the information required by the SEC disclosure rules should be considered “material” and must be disclosed. The harder question, one not defined by statute or SEC rules, is what is material in other contexts.

Business lawyers are often confronted with the question of whether a client is obligated to disclose a particular piece of information, whether in an SEC filing, a private placement memo or on a disclosure schedule in a deal document. Under the general anti-fraud rules of the federal securities laws, the…

Admittedly, that’s a bit of a loaded question, and one to which we may not receive an answer.

At the end of last November, the board of directors of SandRidge Energy adopted a poison pill to, according to the company’s press release, “protect the interests of all shareholders and preserve…

At the end of last November, the board of directors of SandRidge Energy adopted a poison pill to, according to the company’s press release, “protect the interests of all shareholders and preserve their ability to fully consider all information related to the proposed Bonanza Creek merger… and vote as they see fit.”

The rules regarding a company’s ability to use discretionary authority to vote proxies at a stockholders meeting are probably some of the most complex proxy rules to understand, but it is critical to understand them, especially in a contested election.

The rules regarding a company’s ability to use discretionary authority to vote proxies at a stockholders meeting are probably some of the most complex proxy rules to understand, but it is critical to understand them, especially in a contested election.

In its simplest form, a proxy card lists each separate…

In her recent column for Smart Business Dealmakers, Jayne Juvan offers advice to boards of directors about the steps they should take to ensure they meet their fiduciary duties when considering M&A transactions. The column is available online here.…

Most stockholders of publicly traded companies beneficially own their shares in these companies in a brokerage account. The broker may be the record holder of these shares, but in many cases that brokerage firm also holds those shares through yet another brokerage firm. In fact, Cede & Co. is typically the largest broker nominee of any registered public company and most brokerage firms, and thus most shareholders, trace their ownership back through that record holder.

Most stockholders of publicly traded companies beneficially own their shares in these companies in a brokerage account. The broker may be the record holder of these shares, but in many cases that brokerage firm also holds those shares through yet another brokerage firm. In fact, Cede & Co. is typically…

To better tell the story of their financial performance, many public companies use non-GAAP financial measures in press releases and other investor materials and communications.

Non-GAAP financial measures are numerical measures of a registrant’s historical or future financial performance, financial position or cash flows that either:…