Corporate > AG Deal Diary
11 Oct '18

Akin Gump has issued an alert on the Delaware Court of Chancery’s decision that a buyer has the contractual right to terminate a merger based on a sudden and sustained decline in the seller’s business. The Delaware Court has made clear the decision was driven by facts, not legal innovation and that the decision provides guidance to both litigators and dealmakers for negotiation and interpretation of so-called “material adverse effect” clauses.

Click here to read the full alert.

Read More

10 Oct '18

The U.S. Securities and Exchange Commission (SEC) recently published in the Federal Register its July 24, 2018 proposed amendments to the Regulation S-X financial disclosure requirements for guaranteed and secured debt securities in registered offerings, SEC Release No. 33-10526. The proposal developed from the SEC’s Disclosure Effectiveness Initiative and is intended to reduce the costs and burdens of conducting guaranteed or secured debt offerings, thereby reducing the cost of capital and improving investor protection in public registered bond offerings.

If adopted, the proposed changes would amend Rules 3-10 and 3-16 of Regulation S-X and relocate part of Rule 3-10 and all of Rule 3-16 to new Rules 13-01 and 13-02. Comments on the proposed rules should be submitted to the SEC by December 3, 2018.  In addition, issuers and their advisors will want to consider the proposed amendments when preparing debt provisions in bond indentures for new guaranteed or secured debt securities, including provisions that have historically been designed to avoid triggering the existing requirements.

Read More

09 Oct '18

On September 25, 2018, the staff of the Division of Corporation Finance (the SEC Staff) of the Securities and Exchange Commission (SEC) released Compliance and Disclosure Interpretation 105.09 (C&DI 105.09), which clarifies the effectiveness of the SEC’s Final Rule, “Disclosure Update and Simplification” (the Disclosure Simplification Rules). The Disclosure Simplification Rules, which the SEC adopted on August 17, 2018, are intended to simplify disclosure for companies by eliminating certain redundant, duplicative, overlapping, outdated or superseded disclosure requirements. Among other changes, the Disclosure Simplification Rules added a requirement that quarterly reports on Form 10-Q include information regarding changes in shareholders’ equity and the amount of dividends per share for each class of shares.  Disclosure of this information is already required in annual reports on Form 10-K.

Read More

28 Sep '18

Akin Gump has issued an alert detailing key amendments to the California Consumer Privacy Act (CCPA), passed by the California Legislature at the end of August and signed into law this week by Governor Brown.

Please click here to read the full alert. The amendments were also discussed in detail in an earlier alert, posted here.

Read More