Akin Gump discusses the challenging decisions that equity investors and sponsors will need to make in reviewing the financial needs and business operations of their portfolio companies as a result of the economic upheaval and government-mandated social restrictions imposed by the spread of COVID-19. Accordingly, it is important to consider the responsibilities and duties that attach to equity investors and sponsors who are deemed “controlling equityholders” under applicable law.
Considerations for Significant Equityholders During the Current Crisis
Apr 9, 2020
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Previous Entries
Deal Diary
June 27, 2024
On June 24, 2024, the U.S. Securities and Exchange Commission (SEC) published five new Form 8-K Compliance and Disclosure Interpretations (C&DIs)
expanding the agency’s interpretations of cybersecurity incident disclosures pursuant to Item 1.05 of Form 8-K. In July 2023, the SEC adopted final rules with
respect to cybersecurity incidents that generally require public companies to disclose (i) material cybersecurity incidents within four business days after
determining the incident was material and (ii) material information regarding their cybersecurity risk management, strategy and governance on an annual
basis. We wrote about the final cybersecurity disclosure rules here....
expanding the agency’s interpretations of cybersecurity incident disclosures pursuant to Item 1.05 of Form 8-K. In July 2023, the SEC adopted final rules with
respect to cybersecurity incidents that generally require public companies to disclose (i) material cybersecurity incidents within four business days after
determining the incident was material and (ii) material information regarding their cybersecurity risk management, strategy and governance on an annual
basis. We wrote about the final cybersecurity disclosure rules here....
Deal Diary
February 12, 2024
The Securities and Exchange Commission (SEC) recently adopted final rules (available here; also see the fact sheet and press release) representing
significant changes to special purpose acquisition companies (SPACs), shell companies and the disclosure of projections. These rules aim to enhance
disclosures, protect investors and align the regulatory framework for SPACs with traditional IPOs. The following summarizes the key aspects of these rules....
significant changes to special purpose acquisition companies (SPACs), shell companies and the disclosure of projections. These rules aim to enhance
disclosures, protect investors and align the regulatory framework for SPACs with traditional IPOs. The following summarizes the key aspects of these rules....
Deal Diary
October 4, 2023
On September 20, 2023, the U.S. Securities and Exchange Commission (SEC) issued a final rule amending the so-called “Names Rule” (found here) that is
“designed to modernize and enhance” protections under Rule 35d-1 of the Investment Company Act of 1940. The final rule is part of the SEC’s holistic efforts
to regulate environmental, social and governance (ESG) matters, and is the SEC’s latest attempt to curb greenwashing in U.S. capital markets. The
amendments require registered investment funds that include ESG factors in their names to place 80% of their assets in investments corresponding to those
factors, thereby extending to ESG funds the SEC’s long-standing approach of regulating the names of registered funds to ensure they are marketed to
investors truthfully. Fund complexes with more than $1 billion in assets will have two years from the final rule’s effective date (60 days after publication in the
Federal Register) to comply, while fund complexes with less than $1 billion in assets will be given a compliance period of 30 months. ......
“designed to modernize and enhance” protections under Rule 35d-1 of the Investment Company Act of 1940. The final rule is part of the SEC’s holistic efforts
to regulate environmental, social and governance (ESG) matters, and is the SEC’s latest attempt to curb greenwashing in U.S. capital markets. The
amendments require registered investment funds that include ESG factors in their names to place 80% of their assets in investments corresponding to those
factors, thereby extending to ESG funds the SEC’s long-standing approach of regulating the names of registered funds to ensure they are marketed to
investors truthfully. Fund complexes with more than $1 billion in assets will have two years from the final rule’s effective date (60 days after publication in the
Federal Register) to comply, while fund complexes with less than $1 billion in assets will be given a compliance period of 30 months. ......
Deal Diary
May 31, 2023
As discussed in our prior publication (found here), the Securities and Exchange Commission (SEC) adopted amendments on December 14, 2022, regarding
Rule 10b5-1 insider trading plans and related disclosures. On May 25, 2023, the SEC issued three new compliance and disclosure interpretations (C&DIs)
relating to the Rule 10b5-1 amendments....
Rule 10b5-1 insider trading plans and related disclosures. On May 25, 2023, the SEC issued three new compliance and disclosure interpretations (C&DIs)
relating to the Rule 10b5-1 amendments....
Deal Diary
May 24, 2023
On May 15, 2023, the Eastern District of California ruled that California Assembly Bill No. 979 (“AB 979”) violates the Equal Protection Clause of the U.S.
Constitution’s Fourteenth Amendment and 42 U.S.C. § 1981. As enacted, California’s Board Diversity Statute, required public companies with headquarters in
the state to include a minimum number of directors from “underrepresented communities” or be subject to fines for violating the statute. AB 979 defines a
“director from an underrepresented community” as “an individual who self-identifies as Black, African American, Hispanic, Latino, Asian, Pacific Islander,
Native American, Native Hawaiian, or Alaska Native, or who self-identifies as gay, lesbian, bisexual, or transgender.”...
Constitution’s Fourteenth Amendment and 42 U.S.C. § 1981. As enacted, California’s Board Diversity Statute, required public companies with headquarters in
the state to include a minimum number of directors from “underrepresented communities” or be subject to fines for violating the statute. AB 979 defines a
“director from an underrepresented community” as “an individual who self-identifies as Black, African American, Hispanic, Latino, Asian, Pacific Islander,
Native American, Native Hawaiian, or Alaska Native, or who self-identifies as gay, lesbian, bisexual, or transgender.”...
Deal Diary
May 9, 2023
Update: On October 31, 2023, the Fifth Circuit granted the US Chamber of Commerce's petition for review of the SEC's share repurchase disclosure rules,
holding that the SEC acted arbitrarily and capriciously in violation of the Administrative Procedure Act. The court directed the SEC to correct the defects
within 30 days of the opinion. On December 1, 2023, the SEC informed the Fifth Circuit that it was unable to correct the rule's defects within 30 days of the
opinion. On December 19, 2023, the Fifth Circuit vacated the SEC’s share repurchase disclosure rules....
holding that the SEC acted arbitrarily and capriciously in violation of the Administrative Procedure Act. The court directed the SEC to correct the defects
within 30 days of the opinion. On December 1, 2023, the SEC informed the Fifth Circuit that it was unable to correct the rule's defects within 30 days of the
opinion. On December 19, 2023, the Fifth Circuit vacated the SEC’s share repurchase disclosure rules....
Deal Diary
April 12, 2023
We have released our 2023 ESG Survey which includes a collection of reports reflecting on significant ESG themes and trends from 2022, as well as what we
believe to be key developments for 2023....
believe to be key developments for 2023....
Deal Diary
February 6, 2023
As companies begin preparing for the 2023 proxy season, we note that Institutional Shareholder Services Inc. (ISS) and Glass Lewis, the leading providers of
corporate governance solutions and proxy advisory services, issued updated benchmark policies (proxy voting guidelines), which can be found here and here,
respectively. The updated proxy voting guidelines generally focus on board accountability and oversight considerations and address topics such as climate
accountability, board diversity, shareholder rights, corporate governance standards, executive compensation and social issues. What follows is a summary of
the proxy voting guidelines published by ISS and Glass Lewis for the 2023 proxy season....
corporate governance solutions and proxy advisory services, issued updated benchmark policies (proxy voting guidelines), which can be found here and here,
respectively. The updated proxy voting guidelines generally focus on board accountability and oversight considerations and address topics such as climate
accountability, board diversity, shareholder rights, corporate governance standards, executive compensation and social issues. What follows is a summary of
the proxy voting guidelines published by ISS and Glass Lewis for the 2023 proxy season....
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