Candace L. Moss

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Corporate executives are optimistic about M&A activity in 2021, with 53% of U.S. CEOs in a recent PwC survey stating that their companies planned to increase M&A activity in the coming year. Despite the economic challenges faced in 2020, in large part due to the COVID-19 pandemic, other factors, such as record low interest rates and significant amounts of corporate cash reserves and private equity capital, mean that some strategic and private equity buyers are in a strong position to engage in deal making. …
Continue Reading US M&A Outlook for 2021 Appears Positive, Driven in Part by SPACs

While there were already a number of high profile retail bankruptcies in 2019, current economic conditions and pandemic-related market challenges have exacerbated an already difficult retail environment, which has led to a significant increase in bankruptcies in 2020.
Continue Reading With Retail Bankruptcies on the Rise, Opportunities for Distressed M&A Increase

As coronavirus (COVID-19) continues to spread globally, precautions such as event postponement, travel cancellations and avoidance of crowds are having a significant economic impact, with many retailers being hit especially hard. After several years of solid market performance and economic growth, panic surrounding COVID-19 has resulted in volatility and significant drops in the stock market, creating less favorable economic conditions for M&A activity.
Continue Reading Coronavirus/COVID-19 Threatens a Decline in M&A Activity

On August 8, 2019, the SEC proposed rules that would revise disclosures for Regulation S-K Item 101 (description of business), Item 103 (legal proceedings) and Item 105 (risk factors), in an effort to make disclosures more useful for investors and make compliance easier for registrants.
Continue Reading SEC Proposes Modernized Business, Legal Proceedings and Risk Factor Disclosures Under Regulation S-K

On March 20, 2019, the Securities and Exchange Commission adopted amendments to simplify and modernize disclosure requirements. These amendments implement recommendations from the Fixing America’s Surface Transportation (FAST) Act and are intended to make disclosures easier to read and navigate and to reduce repetitive and immaterial information.
Continue Reading Newly Adopted SEC Rules Implement FAST Act Mandate and Simplify Disclosure

On October 23, 2018, the SEC Division of Corporation Finance issued Staff Legal Bulletin No. 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

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

At the end of February, the SEC staff issued a No-Action Letter permitting a company to exclude a shareholder proposal under Rule 14a-8(i)(5), often referred to as the economic relevance exception. This 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