On October 23, 2018, the SEC Division of Corporation Finance issued Staff Legal Bulletin No. 14J (“SLB 14J”), which reiterated and expounded upon prior guidance regarding when companies may exclude shareholder proposals under the economic relevance exception of Rule 14a-8(i)(5), and the ordinary business exception of Rule 14a-8(i)(7). Continue Reading SEC Provides Additional Guidance on Excluding Shareholder Proposals
Retailers sued in state court might be pleasantly surprised to learn that the presence of a forum defendant may not always prevent removal to federal court based on diversity of citizenship. A procedural maneuver known as “snap removal” can allow a defendant to remove such a case in certain situations. Although federal district court rulings on the procedure’s validity are divergent, snap removal could gain traction from a recent thumbs up by the Third Circuit. Regardless of the governing precedent, successful snap removal requires constant vigilance, quick action and even a little luck. Continue Reading “Snap” to It When Your Company Is Sued in State Court
On August 17, 2018, the Securities and Exchange Commission (“SEC”) voted to adopt amendments to duplicative, overlapping, outdated or superseded disclosure rules for public companies. The new rules take effect on November 5, 2018 and are effective for all SEC filings made on or after that date. Continue Reading New SEC Disclosure Standards Effective November 5
A recent Supreme Court ruling regarding sales taxes and new tariffs on Chinese imports instituted by the Trump administration will impact many retailers, which could in turn have an effect on M&A activity in the retail industry. Continue Reading SCOTUS Tax Ruling and New Tariffs Could Affect Retail M&A Activity
Recently, Hunton Andrews Kurth launched a new blog, C-Suite Compensation Center. The blog will discuss compensation issues that are increasingly complex due to evolving laws, changing administrative rules and increasing shareholder activity.
The members of our Compensation practice group are multi-disciplinary within the various substantive areas of compensation. As multi-disciplinary practitioners, we take a holistic and full-service approach to compensation matters that considers all substantive areas of compensation.
As detailed in our recent client alert, the Securities and Exchange Commission (“SEC”) recently proposed or adopted several rules of interest to retailers, particularly those that are publicly traded. They concern (1) final rules modernizing the definition of “smaller reporting company” (“SRC”), (2) final rules implementing the use of Inline eXtensible Business Reporting Language (“XBRL”) and (3) proposed rules amending the SEC’s whistleblower program. Continue Reading SEC Rulemaking Activity of Interest to Retailers
As the 2018 proxy season is winding down, some trends have begun to emerge regarding CEO pay ratio disclosure, shareholder proposals and virtual shareholder meetings. Continue Reading 2018 Proxy Season Update
In a speech to the New York City Bar White Collar Crime Institute on May 9, 2018, Deputy Attorney General Rod Rosenstein announced a new Department of Justice (“DOJ”) policy intended to ensure coordination among DOJ departments and other enforcement agencies when pursuing penalties against corporations for violations arising out of the same conduct. The policy, incorporated into the U.S. Attorneys’ Manual at § 1-12.100, seeks to avoid imposition of duplicative penalties by “instructing Department components to appropriately coordinate with one another and with other enforcement agencies in imposing multiple penalties on a company in relation to investigations of the same misconduct.” Continue Reading DOJ Announces New Policy to Prevent Duplication of Corporate Penalties
In recent years, publicly traded retailers have experienced a significant uptick in interest from investors focused on Environmental, Social and Governance (“ESG”) issues. On April 23, 2018, the Department of Labor (“DOL”) released Field Assistance Bulletin 2018-01 (the “FAB”). The FAB applies to certain retirement plan fiduciaries who make investment and proxy voting decisions that derive from ESG concerns, and may impact investor behavior at public retailers.
At the end of February, the SEC staff issued a No-Action Letter to Dunkin’ Brands Group, Inc., permitting the company to exclude a shareholder proposal under Rule 14a-8(i)(5), often referred to as the economic relevance exception. This is the first no-action relief granted under the rule since the SEC issued Staff Legal Bulletin No. 14I (“SLB 14I”) on November 1, 2017, and it could have implications for other retailers seeking to exclude shareholder proposals under the rule in the future. Continue Reading SEC Staff Permits Exclusion of Shareholder Proposal Under Economic Relevance Exception