Corporate & Securities Blog

M&A practitioners must take into account the events surrounding the Russian invasion of Ukraine and the accompanying international unrest when contemplating a proposed transaction.  These events will impact M&A transactions both in the short term and the long term.  With the situation unfolding and changing day to day, potential buyers and sellers should consult counsel on how the Russia and Ukraine escalation will affect their business today, and how it may affect their business operations going forward.  Below is a summary of topics to consider.

The United States and the rest of the world are ramping up severe economic sanctions and export controls in response to the Russian invasion of Ukraine. This is an evolving situation, and it is important to monitor the evolving sanctions to ensure compliance with United States and global sanctions, as well as to understand the updated export controls.  The imposed sanctions consist of two parts: (i) extreme financial sanctions ranging from specific individuals to Russian financial institutions, and (ii) export controls designed to deny Russia from importing advanced technologies in the Russian defense, aviation and maritime sectors.

The Ohio Revised Limited Liability Company Act (“LLC Act”) took effect on February 11, 2022, and now governs all limited liability companies formed under Ohio law.

On November 29, 2021, the SEC updated accounting guidance for public companies issuing equity awards to executives ahead of market-moving information. Staff Accounting Bulletin (SAB) No. 120 cautions issuers to pay particular attention to non-routine spring-loaded awards.

Spring-loaded awards are a type of equity compensation granted by a public company shortly before the announcement of material non-public information such as an earnings release with positive results or the announcement of a material transaction.

The FASB rule known as Topic 718 generally requires that ...

In another victory for ESG proponents with the Securities and Exchange Commission, on November 3, 2021, the Securities and Exchange Commission’s Division of Corporation Finance issued Staff Legal Bulletin 14L which rescinds previously issued interpretive guidance related to a company’s ability to exclude ESG-related shareholder proposals from its proxy statement. Bulletin 14L effectively realigns the staff’s approach for determining whether a shareholder proposal relates to “ordinary business” which, under Rule 14a-8(i)(7) can serve as the basis for a company’s exclusion of a shareholder proposal.

On September 29, 2021, the Securities and Exchange Commission released a notice filed by the New York Stock Exchange (“NYSE”) of a proposed rule change. The NYSE seeks approval of a proposed amendment to the shareholder voting requirement set forth in Section 312.07 of the NYSE Listed Company Manual (the “Manual”).

Currently, Section 312.07 provides that, where shareholder approval is required for the listing of any new or additional securities, or where any matter requires shareholder approval, including for stock issuances pursuant to an equity compensation plan, the ...

On August 16, 2021, the Securities and Exchange Commission imposed a cease-and-desist order and a $1 million civil penalty on Pearson plc, finding violations of the negligence-based antifraud provisions of the Securities Act.

This is an update to KMK’s original blog post on December 4, 2020.

On December 1, 2020, Nasdaq filed a rule proposal with the U.S. Securities and Exchange Commission that would require listed companies to have, or explain why their boards do not include, diverse directors. In a response to comments from the SEC, Nasdaq filed an amendment to the rule proposal on February 26, 2021. The Nasdaq proposal needs SEC approval to take effect.

In a notice posted on its website on March 10, 2021, the SEC said it would take additional time to rule on the Nasdaq proposal, while also seeking further ...

On March 5, 2021, the U.S. Securities and Exchange Commission announced it charged AT&T, Inc. and three of its investor relations executives with selectively disclosing material nonpublic information to research analysts in violation of Regulation FD. The SEC’s complaint alleges that to avoid falling short of the consensus revenue estimates for the third consecutive quarter, AT&T investor relations executives made private, one-on-one phone calls to analysts at several firms.  According to the complaint, on these calls, the executives disclosed internal smartphone ...

On December 20th, Congress passed a spending bill, signed by President Trump on December 27th, that includes further coronavirus-related fiscal relief (the “Bill”). There are a number of provisions within the Bill that impact both businesses and individuals. This post focuses on changes made to the loan forgiveness aspects of the Paycheck Protection Program (“PPP”).