Mergers & Acquisitions
Second Most Active U.S. Public M&A Environment on Record
The dollar value of newly announced Merger and Acquisition deals with U.S. publicly traded target companies surged to its highest first half level since the record was set in 2015. According to Deal Point Data’s research, $508 billion dollars of M&A deals were announced during the first six months of 2019. First half activity was only 1.7% below the all-time high and 85% above the 10-year average level. On a year-over-year basis, dollar volume increased 15.1% in June, 4.6% in Q2, and 10.2% for the half year. On a sequential basis, the first half of 2019 was up 94.4% compared to the second half of 2018. In a sign that the market was not overheating, the average unaffected control premium was a moderate 29.96% during the first half, 20.4% below the ten-year average. Goldman, Sachs topped the Deal Point Data investment banking league table for announced U.S. public target deals during the first half advising on $162.3 billion in deals. Wachtell Lipton advised on $142.4 billion in announced deals to earn the number one ranking among legal advisers.
Top 5 Largest U.S. Public M&A
Deals Announced during First Half 2019
| Target | Acquirer | Equity Value ($bil) |
|---|---|---|
| Celgene Corporation | Bristol-Myers Squibb Company | 71.6 |
| Raytheon Company | United Technologies | 52.0 |
| Anadarko Petroleum | Occidental Petroleum | 37.9 |
| Worldpay, Inc. | Fidelity National Information Services | 34.8 |
| SunTrust Banks | BB&T Corporation | 28.2 |
Market Leaders - U.S. Public Mergers
Wachtell, Lipton, Rosen & Katz was the top ranked legal adviser on U.S. public M&A deals announced during the first half of 2019. Wachtell advised on 14 public deals valued at $249.4 billion. Kirkland & Ellis ranked second in the high-profile public M&A advisory market while Skadden rounded out the top three.
| Rank | Firm | Equity Value ($bil) |
|---|---|---|
| 1 | Wachtell, Lipton, Rosen & Katz | 249.4 |
| 2 | Kirkland & Ellis | 100.8 |
| 3 | Skadden | 88.4 |
M&A Adviser Fee Watch
As of July 1, 2019, record M&A advisory fees of $2.03 billion have already been disclosed on U.S. public deals announced during the first half of 2019. Goldman led the market with $447 million in fees disclosed. JP Morgan took second place among financial advisers. Morgan Stanley rounded out the top three in disclosed fees.
Corporate Governance Activity
A10 Networks, Inc.21 Nov 19
Update:Settlement/Standstill on 07/30/2019
DPD Note: The company and VIEX Capital Advisors amended and restated their letter agreement dated July 26, 2019. Under the amended agreement, the company will renominate directors Eric Singer and Tor R. Braham for election at the 2020 annual meeting and VIEX Capital Advisors has the right to identify an additional director to serve on the company's Board. (8-K )
DPD Note: The company and VIEX Capital Advisors amended and restated their letter agreement dated July 26, 2019. Under the amended agreement, the company will renominate directors Eric Singer and Tor R. Braham for election at the 2020 annual meeting and VIEX Capital Advisors has the right to identify an additional director to serve on the company's Board. (8-K )
Contango ORE, Inc.21 Nov 19
Poison Pill Amendment
DPD Note: Extend expiration date from December 19, 2019 to December 31, 2021 (8-K )
DPD Note: Extend expiration date from December 19, 2019 to December 31, 2021 (8-K )
American Equity Investment Life Holding Company20 Nov 19
Governing Documents Filing (Change)
Filing: The securities to be registered hereby are depositary shares (the "Depositary Shares"), each representing a 1/1,000th interest in a share of 5.95% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series A, par value $1.00 and $25,000 liquidation preference per share of American Equity Investment Lif ... (8-A12B )
Filing: The securities to be registered hereby are depositary shares (the "Depositary Shares"), each representing a 1/1,000th interest in a share of 5.95% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series A, par value $1.00 and $25,000 liquidation preference per share of American Equity Investment Lif ... (8-A12B )
Chemung Financial Corporation20 Nov 19
Governing Documents Filing (Change)
Filing: Effective on November 20, 2019, the Board of Directors of Chemung Financial Corporation approved an amendment to Article III, Section 3 of the Amended and Restated Bylaws of Chemung Financial Corporation decreasing the number of board members from fourteen (14) to thirteen (13) (8-K )
Filing: Effective on November 20, 2019, the Board of Directors of Chemung Financial Corporation approved an amendment to Article III, Section 3 of the Amended and Restated Bylaws of Chemung Financial Corporation decreasing the number of board members from fourteen (14) to thirteen (13) (8-K )
Fox Corporation20 Nov 19
Update:Expiration on 11/18/2019
DPD Note: The company confirmed the expiration of its rights plan on November 15, 2019 without replacement and filed a Certificate of Elimination that eliminated the Series A Junior Participating Preferred Stock (the series of preferred that had been used in the rights plan). (8-K )
DPD Note: The company confirmed the expiration of its rights plan on November 15, 2019 without replacement and filed a Certificate of Elimination that eliminated the Series A Junior Participating Preferred Stock (the series of preferred that had been used in the rights plan). (8-K )
Gannett Co., Inc.20 Nov 19
Governing Documents Filing (Change)
Filing: Effective promptly after the Effective Time, Parent amended its Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws to change Parent's name to "Gannett Co., Inc." (8-K )
Filing: Effective promptly after the Effective Time, Parent amended its Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws to change Parent's name to "Gannett Co., Inc." (8-K )
Gannett Co., Inc.20 Nov 19
Governing Documents Filing (Change)
Filing: Effective promptly after the Effective Time, Parent amended its Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws to change Parent's name to "Gannett Co., Inc." (8-K )
Filing: Effective promptly after the Effective Time, Parent amended its Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws to change Parent's name to "Gannett Co., Inc." (8-K )
Key Energy Services, Inc.20 Nov 19
Governing Documents Filing (Change)
Filing: On November 15, 2019, Key's Board of Directors (the "Board") approved and adopted certain amendments to the Company's Amended and Restated Bylaws (the "Bylaws"), effective immediately. The following is a summary of the amendments: * Article IV, Section 4.3 of the Bylaws provides that a majority vote ... (8-K )
Filing: On November 15, 2019, Key's Board of Directors (the "Board") approved and adopted certain amendments to the Company's Amended and Restated Bylaws (the "Bylaws"), effective immediately. The following is a summary of the amendments: * Article IV, Section 4.3 of the Bylaws provides that a majority vote ... (8-K )
Patrick Industries, Inc.20 Nov 19
Governing Documents Filing (Change)
Filing: On November 14, 2019, the Company's Board of Directors amended and restated the Company's Amended and Restated Bylaws to clarify the roles of the Executive Chairman and Chief Executive Officer (8-K )
Filing: On November 14, 2019, the Company's Board of Directors amended and restated the Company's Amended and Restated Bylaws to clarify the roles of the Executive Chairman and Chief Executive Officer (8-K )
Washington Federal, Inc.20 Nov 19
Waste Management, Inc.20 Nov 19
Governing Documents Filing (Change)
Filing: On November 19, 2019, the Board of Directors of Waste Management, Inc. (the "Company") amended and restated the Company's by-laws (the "Amended and Restated By-laws") to include a new Section 2.16 that implements proxy access. Section 2.16 permits a shareholder or group of up to 20 shareholders owni ... (8-K )
Filing: On November 19, 2019, the Board of Directors of Waste Management, Inc. (the "Company") amended and restated the Company's by-laws (the "Amended and Restated By-laws") to include a new Section 2.16 that implements proxy access. Section 2.16 permits a shareholder or group of up to 20 shareholders owni ... (8-K )
Creative Learning Corporation19 Nov 19
Disclose Commencement of Written Consent (By Stockholder)
DPD Note: Stockholders Christopher Rego and Rod Whiton disclosed they are soliciting written consents to remove without cause the four members of the current Board and replace them with their own four nominees. The stockholders cited several concerns with the current Board and management of the company including the stock price decline and failure to timely file its periodic reports with the SEC and hold regular annual meetings of stockholders. Mr. Rego owns two of the company's Bricks 4 Kidz franchises and Mr. Whiton was an early investor and long term stockholder in the company and has served as its Interim CEO. (PREC14A )
DPD Note: Stockholders Christopher Rego and Rod Whiton disclosed they are soliciting written consents to remove without cause the four members of the current Board and replace them with their own four nominees. The stockholders cited several concerns with the current Board and management of the company including the stock price decline and failure to timely file its periodic reports with the SEC and hold regular annual meetings of stockholders. Mr. Rego owns two of the company's Bricks 4 Kidz franchises and Mr. Whiton was an early investor and long term stockholder in the company and has served as its Interim CEO. (PREC14A )
Diamondback Energy, Inc.19 Nov 19
Governing Documents Filing (Change)
Filing: On November 18, 2019, the board of directors of Diamondback Energy, Inc. (the "Company") amended the Company's Amended and Restated Bylaws (as amended, the "Second Amended and Restated Bylaws"), effective immediately, to implement proxy access and make certain other technical and conforming revision ... (8-K )
Filing: On November 18, 2019, the board of directors of Diamondback Energy, Inc. (the "Company") amended the Company's Amended and Restated Bylaws (as amended, the "Second Amended and Restated Bylaws"), effective immediately, to implement proxy access and make certain other technical and conforming revision ... (8-K )
E.W. Scripps Company (The)19 Nov 19
Governance/Defense Controversy/Criticism
DPD Note: Among the potential actions GAMCO Asset Management Inc.'s proxy voting committee may take in the 2020 proxy season is to abstain from voting for the company's Class A directors up for election at the 2020 annual meeting. The Class A directors are the members of the Board not elected by the Scripps family. (SC 13D/A )
DPD Note: Among the potential actions GAMCO Asset Management Inc.'s proxy voting committee may take in the 2020 proxy season is to abstain from voting for the company's Class A directors up for election at the 2020 annual meeting. The Class A directors are the members of the Board not elected by the Scripps family. (SC 13D/A )
ESCO Technologies Inc.19 Nov 19
Governing Documents Filing (Change)
Filing: On November 14, 2019, the Company's Board of Directors amended Section 2.1 of the Company's Bylaws to expand the time period within which the Company is required to hold its annual meeting of shareholders, in order to give the Board more flexibility in scheduling the annual meeting and the associate ... (8-K )
Filing: On November 14, 2019, the Company's Board of Directors amended Section 2.1 of the Company's Bylaws to expand the time period within which the Company is required to hold its annual meeting of shareholders, in order to give the Board more flexibility in scheduling the annual meeting and the associate ... (8-K )
First United Corporation19 Nov 19
Proxy Fight Director Nomination
DPD Note: Driver Management Company LLC disclosed the upcoming nomination of three candidates for election to the company's Board at the 2020 annual meeting. (DFAN14A )
DPD Note: Driver Management Company LLC disclosed the upcoming nomination of three candidates for election to the company's Board at the 2020 annual meeting. (DFAN14A )
National Fuel Gas Company19 Nov 19
Update:Governance/Defense Controversy/Criticism on 09/19/2019
DPD Note: Among the potential actions GAMCO Asset Management Inc.'s proxy voting committee may take in the 2020 proxy season is to withhold votes from certain long-tenured company directors while supporting recent additions to the Board. In a previous 13D/A filing, GAMCO disclosed it was reviewing potential candidates for nomination to the company's Board and that it submitted a 14a-8 proposal to declassify the Board. (SC 13D/A )
DPD Note: Among the potential actions GAMCO Asset Management Inc.'s proxy voting committee may take in the 2020 proxy season is to withhold votes from certain long-tenured company directors while supporting recent additions to the Board. In a previous 13D/A filing, GAMCO disclosed it was reviewing potential candidates for nomination to the company's Board and that it submitted a 14a-8 proposal to declassify the Board. (SC 13D/A )
Raymond James Financial, Inc.19 Nov 19
Discloses AGM Date
Filing: On November 15, 2019, Raymond James Financial, Inc. (the "Company") issued a press release to announce that the 2020 Annual Meeting of Shareholders will be held Thursday, February 20, 2020, at 4:30 p.m. ET, at the Company's headquarters in St. Petersburg, Florida. Shareholders of record as of Decemb ... (8-K )
Filing: On November 15, 2019, Raymond James Financial, Inc. (the "Company") issued a press release to announce that the 2020 Annual Meeting of Shareholders will be held Thursday, February 20, 2020, at 4:30 p.m. ET, at the Company's headquarters in St. Petersburg, Florida. Shareholders of record as of Decemb ... (8-K )
Eastman Kodak Company18 Nov 19
Poison Pill Expiration
DPD Note: On November 15, 2019, the company's stockholder rights plan expired without renewal or replacement. The company did not make any disclosure regarding the expiration. The rights plan was adopted in September 2019 and only had a two-month term. (Deal Point Data Research )
DPD Note: On November 15, 2019, the company's stockholder rights plan expired without renewal or replacement. The company did not make any disclosure regarding the expiration. The rights plan was adopted in September 2019 and only had a two-month term. (Deal Point Data Research )
Fox Corporation18 Nov 19
Poison Pill Expiration
DPD Note: On November 15, 2019 (the first day following the date of the company's first annual meeting), the company's stockholder rights plan expired without renewal or replacement. The company did not make any disclosure regarding the expiration (until five days after the expiration on November 20, 2019). (Deal Point Data Research )
DPD Note: On November 15, 2019 (the first day following the date of the company's first annual meeting), the company's stockholder rights plan expired without renewal or replacement. The company did not make any disclosure regarding the expiration (until five days after the expiration on November 20, 2019). (Deal Point Data Research )
Lazard Ltd.18 Nov 19
Governance/Defense Controversy/Criticism
DPD Note: GAMCO Asset Management Inc. disclosed that an affiliate has submitted a stockholder proposal for consideration at the 2020 annual meeting requesting the declassification of the Board. The disclosure was made via a press release announcing the potential actions GAMCO Asset Management Inc.'s proxy voting committee may take in the 2020 proxy season. (Press Release )
DPD Note: GAMCO Asset Management Inc. disclosed that an affiliate has submitted a stockholder proposal for consideration at the 2020 annual meeting requesting the declassification of the Board. The disclosure was made via a press release announcing the potential actions GAMCO Asset Management Inc.'s proxy voting committee may take in the 2020 proxy season. (Press Release )
LSC Communications, Inc.18 Nov 19
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company announced it will hold its 2020 annual meeting on May 21, 2020 which is more than 30 days earlier than the anniversary of the company's 2019 annual meeting held on October 17, 2019 triggering the alternative timing provision in the company's advance notice bylaws and a new deadline under Rule 14a-8. (8-K )
DPD Note: The company announced it will hold its 2020 annual meeting on May 21, 2020 which is more than 30 days earlier than the anniversary of the company's 2019 annual meeting held on October 17, 2019 triggering the alternative timing provision in the company's advance notice bylaws and a new deadline under Rule 14a-8. (8-K )
Plug Power Inc.18 Nov 19
Update:Expiration on 06/24/2019
DPD Note: On November 18, 2019, a Form 25 was filed to withdraw the registration/Nasdaq listing of the Preferred Stock Purchase Rights. (25 )
DPD Note: On November 18, 2019, a Form 25 was filed to withdraw the registration/Nasdaq listing of the Preferred Stock Purchase Rights. (25 )
USA Technologies, Inc.18 Nov 19
Update:Solicit Holders to Meet Requirement to Call Special Meetings on 11/04/2019
DPD Note: Hudson Executive Capital LP has filed a lawsuit to invalidate the company's recently adopted bylaw amendment that deprives Hudson Executive and other stockholders from calling a special meeting before the company's next annual meeting. On November 11, 2019, the company disclosed that "in order to enable the Company to focus on operating the business without unnecessary distraction and waste of resources at this critical time", the Board has amended the bylaws so that no special meeting may be called before the next annual meeting. Hudson Executive Capital LP previously filed consent solicitation materials to solicit revocable consents of stockholders in order to request a special meeting be called. (SC 13D/A )
DPD Note: Hudson Executive Capital LP has filed a lawsuit to invalidate the company's recently adopted bylaw amendment that deprives Hudson Executive and other stockholders from calling a special meeting before the company's next annual meeting. On November 11, 2019, the company disclosed that "in order to enable the Company to focus on operating the business without unnecessary distraction and waste of resources at this critical time", the Board has amended the bylaws so that no special meeting may be called before the next annual meeting. Hudson Executive Capital LP previously filed consent solicitation materials to solicit revocable consents of stockholders in order to request a special meeting be called. (SC 13D/A )
Helmerich & Payne, Inc.15 Nov 19
Discloses AGM Date
Filing: Portions of the Registrant's 2019 Proxy Statement for the Annual Meeting of Stockholders to be held on March 3, 2020 are incorporated by reference into Part III of this Form 10?K. The 2019 Proxy Statement will be filed with the U.S. Securities and Exchange Commission ("SEC") within 120 days after th ... (10-K )
Filing: Portions of the Registrant's 2019 Proxy Statement for the Annual Meeting of Stockholders to be held on March 3, 2020 are incorporated by reference into Part III of this Form 10?K. The 2019 Proxy Statement will be filed with the U.S. Securities and Exchange Commission ("SEC") within 120 days after th ... (10-K )
Model N, Inc.15 Nov 19
Progenics Pharmaceuticals, Inc.15 Nov 19
Governing Documents Filing (Change)
Filing: In accordance with the results of the Velan Consent Solicitation, effective November 8, 2019, the Company's Amended and Restated By-laws, as amended by Amendment No. 1, were amended and restated (as so amended and restated, the "Amended Bylaws"). The Amended Bylaws include the following changes: ? A ... (8-K )
Filing: In accordance with the results of the Velan Consent Solicitation, effective November 8, 2019, the Company's Amended and Restated By-laws, as amended by Amendment No. 1, were amended and restated (as so amended and restated, the "Amended Bylaws"). The Amended Bylaws include the following changes: ? A ... (8-K )
Progenics Pharmaceuticals, Inc.15 Nov 19
Update:Disclose Commencement of Written Consent (By Stockholder) on 09/18/2019
DPD Note: The company disclosed the results of Velan Capital, L.P.'s consent solicitation in which all five of Velan's proposals were approved including the removal without cause of three members of the Board, to elect Velan's five director nominees, and amendments to the bylaws. (8-K )
DPD Note: The company disclosed the results of Velan Capital, L.P.'s consent solicitation in which all five of Velan's proposals were approved including the removal without cause of three members of the Board, to elect Velan's five director nominees, and amendments to the bylaws. (8-K )
Starbucks Corporation15 Nov 19
Trimble Inc.15 Nov 19
Verso Corporation15 Nov 19
Advance Notice Disclosure
DPD Note: The company disclosed a new deadline of November 25, 2019 for nominations for the January 21, 2020 annual meeting. The company's advance notice bylaws require the extension of the deadline to nominate directors in the event that the number of directors to be elected at an annual meeting is increased after the deadline to nominate had past. On November 11, 2019, the Board approved an increase in the size of the Board from five to seven members and appointed two new directors to fill the vacancies created by the increase, effective as of November 14, 2019. (8-K )
DPD Note: The company disclosed a new deadline of November 25, 2019 for nominations for the January 21, 2020 annual meeting. The company's advance notice bylaws require the extension of the deadline to nominate directors in the event that the number of directors to be elected at an annual meeting is increased after the deadline to nominate had past. On November 11, 2019, the Board approved an increase in the size of the Board from five to seven members and appointed two new directors to fill the vacancies created by the increase, effective as of November 14, 2019. (8-K )
WillScot Corporation15 Nov 19
Governing Documents Filing (Change)
Filing: Amendments to Bylaws On November 14, 2019, the Board adopted amendments to the Company's Bylaws (as amended, the "Bylaws") that were effective immediately. The amendments to the Bylaws include, but are not limited to, the following modifications: *Section 1.5 of the Bylaws provides for additional me ... (8-K )
Filing: Amendments to Bylaws On November 14, 2019, the Board adopted amendments to the Company's Bylaws (as amended, the "Bylaws") that were effective immediately. The amendments to the Bylaws include, but are not limited to, the following modifications: *Section 1.5 of the Bylaws provides for additional me ... (8-K )
Gap, Inc. (The)14 Nov 19
Governing Documents Filing (Change)
Filing: On November 13, 2019, the Board of Directors of The Gap, Inc. (the "Company") approved an amendment and restatement of the Company's bylaws (the "Amended and Restated Bylaws"), effective immediately. In light of the Company's announcement on November 7, 2019, that Robert Fisher, the Company's curren ... (8-K )
Filing: On November 13, 2019, the Board of Directors of The Gap, Inc. (the "Company") approved an amendment and restatement of the Company's bylaws (the "Amended and Restated Bylaws"), effective immediately. In light of the Company's announcement on November 7, 2019, that Robert Fisher, the Company's curren ... (8-K )
GWG Holdings, Inc.14 Nov 19
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company disclosed the 2019 annual meeting will be held on December 12, 2019 and provided new deadlines for 14a-8 and non-14a-8 proposals. The company held its 2018 annual meeting on May 8, 2018. (10-Q )
DPD Note: The company disclosed the 2019 annual meeting will be held on December 12, 2019 and provided new deadlines for 14a-8 and non-14a-8 proposals. The company held its 2018 annual meeting on May 8, 2018. (10-Q )
Haynes International, Inc.14 Nov 19
Lowe's Companies, Inc.14 Nov 19
Planned Defense Change
Filing: On November 8, 2019, the Board approved an amendment (the "Amendment") to the Bylaws of the Company (the "Bylaws") to lower the threshold ownership requirement to call a special meeting from 25% to 15% of shares outstanding. The decision to consider and support the Amendment is the result of the Com ... (8-K )
Filing: On November 8, 2019, the Board approved an amendment (the "Amendment") to the Bylaws of the Company (the "Bylaws") to lower the threshold ownership requirement to call a special meeting from 25% to 15% of shares outstanding. The decision to consider and support the Amendment is the result of the Com ... (8-K )
National Oilwell Varco, Inc.14 Nov 19
Governing Documents Filing (Change)
Filing: On November 13, 2019, the Board of Directors (the "Board") of National Oilwell Varco, Inc. (the "Company") amended and restated the Company's Amended and Restated Bylaws (the "Bylaws") to include a new Article VIII, Section 8 entitled "Exclusive Forum." (the "Amendment"). Article VIII, Section 8 of ... (8-K )
Filing: On November 13, 2019, the Board of Directors (the "Board") of National Oilwell Varco, Inc. (the "Company") amended and restated the Company's Amended and Restated Bylaws (the "Bylaws") to include a new Article VIII, Section 8 entitled "Exclusive Forum." (the "Amendment"). Article VIII, Section 8 of ... (8-K )
New Age Beverages Corporation14 Nov 19
Governing Documents Filing (Refiling)
DPD Note: The company refiled a April 20, 2015 charter amendment but this refiling is now a fully restated document. This April 20, 2015 charter amendment was previously filed in the company's 2019 10-K but only a cover page was included. (10-Q )
DPD Note: The company refiled a April 20, 2015 charter amendment but this refiling is now a fully restated document. This April 20, 2015 charter amendment was previously filed in the company's 2019 10-K but only a cover page was included. (10-Q )
Trip.com Group Limited14 Nov 19
Poison Pill Amendment
DPD Note: Naspers Limited, MIH Internet SEA Private Limited and any of their Subsidiaries added to definition of Exempt Person and are exempt as long ownership does not exceed 11% of the Ordinary Shares then outstanding in the aggregate (8-A12B/A )
DPD Note: Naspers Limited, MIH Internet SEA Private Limited and any of their Subsidiaries added to definition of Exempt Person and are exempt as long ownership does not exceed 11% of the Ordinary Shares then outstanding in the aggregate (8-A12B/A )
Trip.com Group Limited14 Nov 19
Poison Pill Amendment
DPD Note: Priceline Group Inc. removed from the definition of an Exempt Person (in connection with expiration of a Standstill Agreement). Priceline had been exempt up to 15%. (8-A12B/A )
DPD Note: Priceline Group Inc. removed from the definition of an Exempt Person (in connection with expiration of a Standstill Agreement). Priceline had been exempt up to 15%. (8-A12B/A )
Abbott Laboratories13 Nov 19
Governing Documents Filing (Change)
Filing: On November 12, 2019, Abbott's Board of Directors amended the first sentence of Article III, Section 2 of Abbott's by-laws to provide that Abbott's Board of Directors shall consist of fifteen persons, effective as of November 12, 2019. Abbott's by-laws previously provided that the Board of Directors ... (8-K )
Filing: On November 12, 2019, Abbott's Board of Directors amended the first sentence of Article III, Section 2 of Abbott's by-laws to provide that Abbott's Board of Directors shall consist of fifteen persons, effective as of November 12, 2019. Abbott's by-laws previously provided that the Board of Directors ... (8-K )
Avaya Holdings Corp.13 Nov 19
Advance Notice Disclosure
DPD Note: The company announced it expects to hold its 2020 annual meeting on March 4, 2020 which is more than 30 days earlier than the anniversary of the company's last annual meeting held on May 15, 2019 triggering the alternative timing provision in the company's advance notice bylaws and a new deadline under Rule 14a-8. The company disclosed a new deadline of December 5, 2019 to submit 14a-8 proposals, non-14a-8 proposals, and nominations. (8-K )
DPD Note: The company announced it expects to hold its 2020 annual meeting on March 4, 2020 which is more than 30 days earlier than the anniversary of the company's last annual meeting held on May 15, 2019 triggering the alternative timing provision in the company's advance notice bylaws and a new deadline under Rule 14a-8. The company disclosed a new deadline of December 5, 2019 to submit 14a-8 proposals, non-14a-8 proposals, and nominations. (8-K )
Beazer Homes USA, Inc.13 Nov 19
Governing Documents Filing (Change)
Filing: PROPOSAL 4 - ADOPTION OF CHARTER AMENDMENT TO EXTEND NOL PROTECTIVE PROVISIONS This proposal is asking our stockholders to extend protective provisions contained in our charter that are designed to assist us to in protecting the value of our NOLs by limiting and/or prohibiting transfers of our stock ... (10-K )
Filing: PROPOSAL 4 - ADOPTION OF CHARTER AMENDMENT TO EXTEND NOL PROTECTIVE PROVISIONS This proposal is asking our stockholders to extend protective provisions contained in our charter that are designed to assist us to in protecting the value of our NOLs by limiting and/or prohibiting transfers of our stock ... (10-K )
Beazer Homes USA, Inc.13 Nov 19
Poison Pill Adoption
Filing: PROPOSAL 5 - APPROVAL OF SECTION 382 RIGHTS AGREEMENT In February 2013, our stockholders first approved the adoption of a Section 382 Rights Agreement, which was intended to act as a deterrent to any person desiring to acquire 4.95% or more of our common stock. By its terms, the original Rights Agre ... (10-K )
Filing: PROPOSAL 5 - APPROVAL OF SECTION 382 RIGHTS AGREEMENT In February 2013, our stockholders first approved the adoption of a Section 382 Rights Agreement, which was intended to act as a deterrent to any person desiring to acquire 4.95% or more of our common stock. By its terms, the original Rights Agre ... (10-K )
LivePerson, Inc.13 Nov 19
Governing Documents Filing (Change)
Filing: PROPOSAL SIX - APPROVAL OF AMENDMENT TO THE FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 100,000,000 SHARES TO 200,000,000 SHARES. Our Fourth Amended and Restated Certificate of Incorporation (the "Charter") currently autho ... (S-8 )
Filing: PROPOSAL SIX - APPROVAL OF AMENDMENT TO THE FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 100,000,000 SHARES TO 200,000,000 SHARES. Our Fourth Amended and Restated Certificate of Incorporation (the "Charter") currently autho ... (S-8 )
Performance Food Group Company13 Nov 19
Governing Documents Filing (Change), Planned Defense Change
Filing: At the Annual Meeting, the Company's stockholders approved a proposal to amend the Company's Amended and Restated Certificate of Incorporation (as amended, the "Amended and Restated Certificate of Incorporation") to (i) remove the supermajority voting requirement for amending the governing documents ... (8-K )
Filing: At the Annual Meeting, the Company's stockholders approved a proposal to amend the Company's Amended and Restated Certificate of Incorporation (as amended, the "Amended and Restated Certificate of Incorporation") to (i) remove the supermajority voting requirement for amending the governing documents ... (8-K )
Stanley Black & Decker, Inc.13 Nov 19
Governing Documents Filing (Change)
Filing: On November 13, 2019, the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation (the "Certificate of Amendment"), providing for the designation and terms of the Convertible Preferred Stock. The Certificate of Amendment became effective on November 13, 2019. Pursuant t ... (8-K )
Filing: On November 13, 2019, the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation (the "Certificate of Amendment"), providing for the designation and terms of the Convertible Preferred Stock. The Certificate of Amendment became effective on November 13, 2019. Pursuant t ... (8-K )
Sturm, Ruger & Company, Inc.13 Nov 19
Governing Documents Filing (Change)
Filing: On November 12, 2019, the Company's Board of Directors (the "Board") approved an amendment to Article 2 of the Company's By-Laws (the "By-Laws") to (i) add a new Section 15, which is described below, and (ii) renumber the existing Section 15 of the By-Laws as Section 16. The amendment is effective i ... (8-K )
Filing: On November 12, 2019, the Company's Board of Directors (the "Board") approved an amendment to Article 2 of the Company's By-Laws (the "By-Laws") to (i) add a new Section 15, which is described below, and (ii) renumber the existing Section 15 of the By-Laws as Section 16. The amendment is effective i ... (8-K )
SunLink Health Systems, Inc.13 Nov 19
Poison Pill Ratify Proposal
DPD Note: Vote results for November 11, 2019 annual meeting include the approval of an extension to the company's Tax Benefits Preservation Rights Plan until September 29, 2024. (8-K )
DPD Note: Vote results for November 11, 2019 annual meeting include the approval of an extension to the company's Tax Benefits Preservation Rights Plan until September 29, 2024. (8-K )
Abeona Therapeutics Inc.12 Nov 19
Governing Documents Filing (Change)
Filing: On September 12, 2019, the Board of Directors (the "Board") of the Company approved an amendment (the "Bylaw Amendment") to the Company's Amended and Restated Bylaws (the "Bylaws") effective immediately upon adoption to eliminate the provision for fee-shifting with respect to certain types of litiga ... (10-Q )
Filing: On September 12, 2019, the Board of Directors (the "Board") of the Company approved an amendment (the "Bylaw Amendment") to the Company's Amended and Restated Bylaws (the "Bylaws") effective immediately upon adoption to eliminate the provision for fee-shifting with respect to certain types of litiga ... (10-Q )
Apogee Enterprises, Inc.12 Nov 19
Advance Notice Disclosure
DPD Note: The company disclosed a new 14a-8 deadline for its 2019 annual meeting which the company intends to hold as soon as practicable. On July 11, 2019, the company disclosed that because the 2019 annual meeting would not be held prior to July 28, 2019 (30 days after the anniversary of the 2018 annual meeting date) it would be providing a new deadline for 14a-8 proposals. The company's advance notice bylaws do not contain an alternative timing provision. (8-K )
DPD Note: The company disclosed a new 14a-8 deadline for its 2019 annual meeting which the company intends to hold as soon as practicable. On July 11, 2019, the company disclosed that because the 2019 annual meeting would not be held prior to July 28, 2019 (30 days after the anniversary of the 2018 annual meeting date) it would be providing a new deadline for 14a-8 proposals. The company's advance notice bylaws do not contain an alternative timing provision. (8-K )
Apogee Enterprises, Inc.12 Nov 19
Settlement/Standstill
DPD Note: The company entered into a Cooperation Agreement with Engaged Capital, LLC under which three new independent directors (not affiliated with the company or Engaged Capital) will be added to the Board. The agreement also includes voting and standstill provisions. The company and Engaged Capital previously entered into a Confidentiality Agreement in February 2019 which also included standstill commitments. That agreement was later amended to extend the advance notice deadline for nominations by Engaged Capital with respect to the company's 2019 annual meeting. The latest extension was until November 10, 2019 (the same date as the new settlement agreement). (8-K )
DPD Note: The company entered into a Cooperation Agreement with Engaged Capital, LLC under which three new independent directors (not affiliated with the company or Engaged Capital) will be added to the Board. The agreement also includes voting and standstill provisions. The company and Engaged Capital previously entered into a Confidentiality Agreement in February 2019 which also included standstill commitments. That agreement was later amended to extend the advance notice deadline for nominations by Engaged Capital with respect to the company's 2019 annual meeting. The latest extension was until November 10, 2019 (the same date as the new settlement agreement). (8-K )
Cardinal Health, Inc.12 Nov 19
Governing Documents Filing (Change)
Filing: On November 6, 2019, the board of directors (the "Board") of Cardinal Health, Inc. (the "Company") adopted an amendment to Article 8 of the Company's Restated Code of Regulations (the "Regulations") to provide that, unless the Company consents in writing to the selection of an alternate forum, the U ... (8-K )
Filing: On November 6, 2019, the board of directors (the "Board") of Cardinal Health, Inc. (the "Company") adopted an amendment to Article 8 of the Company's Restated Code of Regulations (the "Regulations") to provide that, unless the Company consents in writing to the selection of an alternate forum, the U ... (8-K )
CASI Pharmaceuticals, Inc.12 Nov 19
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 10/01/2019 (10-Q )
• Exhibit: Charter Amended/Restated Effective 10/01/2019 (10-Q )
CrossFirst Bankshares, Inc.12 Nov 19
CSS Industries, Inc.12 Nov 19
Poison Pill Adoption
Filing: On November 11, 2019, the Board of Directors (the "Board") of CSS Industries, Inc., a Delaware corporation (the "Company"), approved and adopted a Rights Agreement, dated as of November 11, 2019 (the "Rights Agreement"), by and between the Company and American Stock Transfer & Trust Company, LLC, as ... (8-K )
Filing: On November 11, 2019, the Board of Directors (the "Board") of CSS Industries, Inc., a Delaware corporation (the "Company"), approved and adopted a Rights Agreement, dated as of November 11, 2019 (the "Rights Agreement"), by and between the Company and American Stock Transfer & Trust Company, LLC, as ... (8-K )
Exela Technologies, Inc.12 Nov 19
Governing Documents Filing (No Disclosure)
DPD Note: The company filed restated bylaws dated November 6, 2019 but did not provide any disclosure regarding changes made to the document. The only change identified by Deal Point Data between the restated bylaws effective July 12, 2017 and the newly filed bylaws was to add a new section "3.5A Special Quorum Provisions" clarifying quorums for Board and committee meetings during such time as the HGM Group has the right to nominate directors in accordance with a Nomination Agreement. (10-Q )
DPD Note: The company filed restated bylaws dated November 6, 2019 but did not provide any disclosure regarding changes made to the document. The only change identified by Deal Point Data between the restated bylaws effective July 12, 2017 and the newly filed bylaws was to add a new section "3.5A Special Quorum Provisions" clarifying quorums for Board and committee meetings during such time as the HGM Group has the right to nominate directors in accordance with a Nomination Agreement. (10-Q )
Genie Energy Ltd.12 Nov 19
Governing Documents Filing (Change)
Filing: On November 6, 2019, the Board of Directors of the Company adopted the Company's Second Amendment and Restated By-Laws, effective as of November 6, 2019, with the following effect: Amending Article II, Section 2, and Article III, Section 1 to provide that directors will be elected to the board of di ... (10-Q )
Filing: On November 6, 2019, the Board of Directors of the Company adopted the Company's Second Amendment and Restated By-Laws, effective as of November 6, 2019, with the following effect: Amending Article II, Section 2, and Article III, Section 1 to provide that directors will be elected to the board of di ... (10-Q )
Hornbeck Offshore Services, Inc.12 Nov 19
Governing Documents Filing (No Disclosure)
DPD Note: The company filed a bylaw amendment effective November 11, 2019 but did not provide any disclosure regarding the effects of the amendment on the company's restated bylaws. The amendment adds a new "Section 4.13. Citizenship Determinations" setting forth the Board's power in determining the citizenship of holders or beneficial owners. (10-Q )
DPD Note: The company filed a bylaw amendment effective November 11, 2019 but did not provide any disclosure regarding the effects of the amendment on the company's restated bylaws. The amendment adds a new "Section 4.13. Citizenship Determinations" setting forth the Board's power in determining the citizenship of holders or beneficial owners. (10-Q )
Inspired Entertainment, Inc.12 Nov 19
Governing Documents Filing (Change)
Filing: On November 11, 2019, the Board of Directors (the "Board") of Inspired Entertainment, Inc. (the "Company") amended and restated the Company's Bylaws (the "Bylaws"), effective immediately, to include certain technical, conforming, modernizing and clarifying changes (8-K )
Filing: On November 11, 2019, the Board of Directors (the "Board") of Inspired Entertainment, Inc. (the "Company") amended and restated the Company's Bylaws (the "Bylaws"), effective immediately, to include certain technical, conforming, modernizing and clarifying changes (8-K )
KEMET Corporation12 Nov 19
Governing Documents Filing (Change)
Filing: At a meeting of the board of directors of the Company (the "Board") held on November 11, 2019, the Board approved and adopted the Second Amended and Restated By-laws of the Company, dated November 11, 2019 (the "Amended By-laws"), which became effective immediately upon approval of the Board and whi ... (8-K )
Filing: At a meeting of the board of directors of the Company (the "Board") held on November 11, 2019, the Board approved and adopted the Second Amended and Restated By-laws of the Company, dated November 11, 2019 (the "Amended By-laws"), which became effective immediately upon approval of the Board and whi ... (8-K )
Kimball Electronics, Inc.12 Nov 19
Governing Documents Filing (Change)
Filing: Upon approval by the Share Owners of the amendment to provide for majority voting in uncontested director elections and the filing of the Amended Articles with the Indiana Secretary of State, a corresponding amendment to the Company's Amended and Restated By-Laws was approved by the Company's Board ... (8-K )
Filing: Upon approval by the Share Owners of the amendment to provide for majority voting in uncontested director elections and the filing of the Amended Articles with the Indiana Secretary of State, a corresponding amendment to the Company's Amended and Restated By-Laws was approved by the Company's Board ... (8-K )
Kimball Electronics, Inc.12 Nov 19
Governing Documents Filing (Change)
Filing: At the Company's annual meeting, the Share Owners approved amendments to the Company's Amended and Restated Articles of Incorporation (as so amended, the "Amended Articles") to (i) eliminate a supermajority voting requirement to amend the articles of incorporation under certain circumstances and (ii ... (8-K )
Filing: At the Company's annual meeting, the Share Owners approved amendments to the Company's Amended and Restated Articles of Incorporation (as so amended, the "Amended Articles") to (i) eliminate a supermajority voting requirement to amend the articles of incorporation under certain circumstances and (ii ... (8-K )
Kontoor Brands, Inc.12 Nov 19
Advance Notice Disclosure
DPD Note: The company disclosed that it expects the date of the 2020 annual meeting to be April 21, 2020 and provided the advance notice deadlines for proposals and nominations. This is the company's first annual meeting as a public company after it was spun-off from VF Corporation in May 2019. (10-Q )
DPD Note: The company disclosed that it expects the date of the 2020 annual meeting to be April 21, 2020 and provided the advance notice deadlines for proposals and nominations. This is the company's first annual meeting as a public company after it was spun-off from VF Corporation in May 2019. (10-Q )
Lineage Cell Therapeutics, Inc.12 Nov 19
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The 2020 annual meeting has been scheduled for June 9, 2020 which is more than 30 days before the anniversary of the 2019 annual meeting held on July 30, 2019 triggering the alternative timing provision in the company's advance notice bylaws and a new deadline under Rule 14a-8. The company disclosed a new deadline of March 11, 2020 for 14a-8 proposals, non 14a-8 proposals, and nominations. (10-Q )
DPD Note: The 2020 annual meeting has been scheduled for June 9, 2020 which is more than 30 days before the anniversary of the 2019 annual meeting held on July 30, 2019 triggering the alternative timing provision in the company's advance notice bylaws and a new deadline under Rule 14a-8. The company disclosed a new deadline of March 11, 2020 for 14a-8 proposals, non 14a-8 proposals, and nominations. (10-Q )
Ormat Technologies, Inc.12 Nov 19
Governing Documents Filing (Refiling)
Filing: This Amendment No. 1 to Form 8-K ("Amendment No. 1") amends the Current Report on Form 8-K of Ormat Technologies, Inc. (the "Company") filed with the Securities and Exchange Commission (the "SEC") on November 6, 2019 (the "Initial Form 8-K"), which described, among other things, the results of the C ... (8-K/A )
Filing: This Amendment No. 1 to Form 8-K ("Amendment No. 1") amends the Current Report on Form 8-K of Ormat Technologies, Inc. (the "Company") filed with the Securities and Exchange Commission (the "SEC") on November 6, 2019 (the "Initial Form 8-K"), which described, among other things, the results of the C ... (8-K/A )
Ormat Technologies, Inc.12 Nov 19
Governing Documents Filing (Refiling)
Filing: This Amendment No. 1 to Form 8-K ("Amendment No. 1") amends the Current Report on Form 8-K of Ormat Technologies, Inc. (the "Company") filed with the Securities and Exchange Commission (the "SEC") on November 6, 2019 (the "Initial Form 8-K"), which described, among other things, the results of the C ... (8-K/A )
Filing: This Amendment No. 1 to Form 8-K ("Amendment No. 1") amends the Current Report on Form 8-K of Ormat Technologies, Inc. (the "Company") filed with the Securities and Exchange Commission (the "SEC") on November 6, 2019 (the "Initial Form 8-K"), which described, among other things, the results of the C ... (8-K/A )
Pieris Pharmaceuticals, Inc.12 Nov 19
Governing Documents Filing (Restated Only)
• Exhibit: Bylaws Amended/Restated Effective 08/30/2019 (10-Q )
• Exhibit: Bylaws Amended/Restated Effective 08/30/2019 (10-Q )
TerraForm Power, Inc.12 Nov 19
Tetraphase Pharmaceuticals, Inc.12 Nov 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 03/25/2013 (10-Q )
• Exhibit: Charter Amended/Restated Effective 03/25/2013 (10-Q )
Tetraphase Pharmaceuticals, Inc.12 Nov 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 09/26/2019 (10-Q )
• Exhibit: Charter Amendment Effective 09/26/2019 (10-Q )
Tyson Foods, Inc.12 Nov 19
USA Technologies, Inc.12 Nov 19
Governing Documents Filing (Change)
Filing: On November 11, 2019, the Board amended Section 4.03(d) of the Amended and Restated Bylaws of the Company (the "Bylaws"), which became effective on the same date. The amendment provides that the chairman of the board may, but shall not be required to, qualify as independent under the applicable list ... (8-K )
Filing: On November 11, 2019, the Board amended Section 4.03(d) of the Amended and Restated Bylaws of the Company (the "Bylaws"), which became effective on the same date. The amendment provides that the chairman of the board may, but shall not be required to, qualify as independent under the applicable list ... (8-K )
USA Technologies, Inc.12 Nov 19
Governing Documents Filing (Change)
Filing: On November 8, 2019, the Board of Directors of USA Technologies, Inc. (the "Company") amended Section 3.03(a) of the Amended and Restated Bylaws of the Company (the "Bylaws"), which became effective on the same date. The amendment provides that notwithstanding anything to the contrary contained in t ... (8-K )
Filing: On November 8, 2019, the Board of Directors of USA Technologies, Inc. (the "Company") amended Section 3.03(a) of the Amended and Restated Bylaws of the Company (the "Bylaws"), which became effective on the same date. The amendment provides that notwithstanding anything to the contrary contained in t ... (8-K )
USA Technologies, Inc.12 Nov 19
Governing Documents Filing (Restated Only)
• Exhibit: Bylaws Amended/Restated Effective 11/11/2019 (10-Q )
• Exhibit: Bylaws Amended/Restated Effective 11/11/2019 (10-Q )
Valaris plc12 Nov 19
Other Material Defense/Proxy Disclosure
DPD Note: The company announced corporate governance enhancements including a Board refreshment program and progress on value creation initiatives. The company also disclosed that it has engaged with Luminus Management for several months which included discussions regarding the return of capital and Board composition and that they attempted to reach a long term settlement agreement but were unable to do so. (Press Release )
DPD Note: The company announced corporate governance enhancements including a Board refreshment program and progress on value creation initiatives. The company also disclosed that it has engaged with Luminus Management for several months which included discussions regarding the return of capital and Board composition and that they attempted to reach a long term settlement agreement but were unable to do so. (Press Release )
Verso Corporation12 Nov 19
Advance Notice Disclosure
DPD Note: 10-Q for the period ended September 30, 2019 includes the same advance notice deadlines the company previously disclosed in an 8-K filing on October 4, 2019. (10-Q )
DPD Note: 10-Q for the period ended September 30, 2019 includes the same advance notice deadlines the company previously disclosed in an 8-K filing on October 4, 2019. (10-Q )
USA Technologies, Inc.11 Nov 19
Update:Solicit Holders to Meet Requirement to Call Special Meetings on 11/04/2019
DPD Note: The company announced that Hudson Executive Capital LP's previously announced solicitation to meet the holding requirement to call a special meeting is invalid under the company's bylaws which expressly prohibit the calling of special meetings for the purpose of removing directors. The company also disclosed that "in order to enable the Company to focus on operating the business without unnecessary distraction and waste of resources at this critical time", the Board has amended the bylaws so that no special meeting may be called before the next annual meeting. Hudson Executive Capital previously disclosed it was nominating its own director slate for election at the company's next annual meeting and would also seek to call a special meeting to provide stockholders a forum to express their views and exercise their right to vote if the Board does not fulfill its obligation to promptly hold an annual meeting. (Press Release )
DPD Note: The company announced that Hudson Executive Capital LP's previously announced solicitation to meet the holding requirement to call a special meeting is invalid under the company's bylaws which expressly prohibit the calling of special meetings for the purpose of removing directors. The company also disclosed that "in order to enable the Company to focus on operating the business without unnecessary distraction and waste of resources at this critical time", the Board has amended the bylaws so that no special meeting may be called before the next annual meeting. Hudson Executive Capital previously disclosed it was nominating its own director slate for election at the company's next annual meeting and would also seek to call a special meeting to provide stockholders a forum to express their views and exercise their right to vote if the Board does not fulfill its obligation to promptly hold an annual meeting. (Press Release )
VIVUS, Inc.11 Nov 19
Poison Pill Expiration
DPD Note: On November 9, 2019, the company's stockholder rights plan expired without renewal or replacement. The company did not make any disclosure regarding the expiration. (Deal Point Data Research )
DPD Note: On November 9, 2019, the company's stockholder rights plan expired without renewal or replacement. The company did not make any disclosure regarding the expiration. (Deal Point Data Research )
Elanco Animal Health Incorporated08 Nov 19
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 08/08/2019 (10-Q )
• Exhibit: Bylaws Amended/Restated Effective 08/08/2019 (10-Q )
Extreme Networks, Inc.08 Nov 19
Poison Pill Ratify Proposal
DPD Note: Vote results for November 7, 2019 annual meeting include the approval of an extension to the company's Amended and Restated Rights Agreement until May 31, 2020. (8-K )
DPD Note: Vote results for November 7, 2019 annual meeting include the approval of an extension to the company's Amended and Restated Rights Agreement until May 31, 2020. (8-K )
Fair Isaac Corporation08 Nov 19
First United Corporation08 Nov 19
Governance/Defense Controversy/Criticism
DPD Note: Private investor Johnny Guerry that owns 22,500 company shares (.32% of the outstanding) issued a press release which includes a letter to the company's Board requesting the company initiate a sale process and called out the company's "poor corporate governance, lack of strategic direction and operational deficiencies". Mr. Guerry is the former Managing Partner and Portfolio Manager of Clover Partners LP which has a history of activism in the banking sector. (Press Release )
DPD Note: Private investor Johnny Guerry that owns 22,500 company shares (.32% of the outstanding) issued a press release which includes a letter to the company's Board requesting the company initiate a sale process and called out the company's "poor corporate governance, lack of strategic direction and operational deficiencies". Mr. Guerry is the former Managing Partner and Portfolio Manager of Clover Partners LP which has a history of activism in the banking sector. (Press Release )
Green Brick Partners, Inc.08 Nov 19
Update:Expiration on 03/28/2019
DPD Note: The company confirmed that its NOL rights plan expired on March 27, 2019 without renewal or replacement. The company also disclosed that its NOL charter ownership limit will no longer be in effect beginning January 1, 2020. (8-K )
DPD Note: The company confirmed that its NOL rights plan expired on March 27, 2019 without renewal or replacement. The company also disclosed that its NOL charter ownership limit will no longer be in effect beginning January 1, 2020. (8-K )
IES Holdings, Inc.08 Nov 19
Governing Documents Filing (Change)
Filing: On November 6, 2019, the Board of Directors (the "Board") of IES Holdings, Inc. (the "Company") adopted an amendment and restatement of the Company's Amended and Restated Bylaws (as so amended and restated, the "Amended and Restated Bylaws"), which became effective immediately upon adoption. The Ame ... (8-K )
Filing: On November 6, 2019, the Board of Directors (the "Board") of IES Holdings, Inc. (the "Company") adopted an amendment and restatement of the Company's Amended and Restated Bylaws (as so amended and restated, the "Amended and Restated Bylaws"), which became effective immediately upon adoption. The Ame ... (8-K )
Medical Properties Trust, Inc.08 Nov 19
Governing Documents Filing (Change)
Filing: On November 4, 2019, the Company filed Articles of Amendment (the "Articles") to the Company's Second Articles of Amendment and Restatement with the Maryland State Department of Assessments and Taxation increasing the number of authorized shares of common stock of the Company from 500,000,000 to 750 ... (8-K )
Filing: On November 4, 2019, the Company filed Articles of Amendment (the "Articles") to the Company's Second Articles of Amendment and Restatement with the Maryland State Department of Assessments and Taxation increasing the number of authorized shares of common stock of the Company from 500,000,000 to 750 ... (8-K )
NortonLifeLock Inc.08 Nov 19
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company rescheduled the 2019 annual meeting to December 19, 2019. The company also disclosed that the advance notice deadlines provided in the proxy statement for the 2018 annual meeting continue to apply. (10-Q )
DPD Note: The company rescheduled the 2019 annual meeting to December 19, 2019. The company also disclosed that the advance notice deadlines provided in the proxy statement for the 2018 annual meeting continue to apply. (10-Q )
Omega Healthcare Investors, Inc.08 Nov 19
Governing Documents Filing (Change)
Filing: In November 2019, the Board adopted a resolution to opt out of Section 3-803 of the Maryland General Corporation Law, which permits the board of directors of a Maryland corporation to divide its board into classes without stockholder approval. The Board resolution is irrevocable unless it is first a ... (10-Q )
Filing: In November 2019, the Board adopted a resolution to opt out of Section 3-803 of the Maryland General Corporation Law, which permits the board of directors of a Maryland corporation to divide its board into classes without stockholder approval. The Board resolution is irrevocable unless it is first a ... (10-Q )
Penns Woods Bancorp, Inc.08 Nov 19
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 09/30/2019 (10-Q )
• Exhibit: Charter Amended/Restated Effective 09/30/2019 (10-Q )
Progenics Pharmaceuticals, Inc.08 Nov 19
Update:Disclose Commencement of Written Consent (By Stockholder) on 09/18/2019
DPD Note: Velan Capital, L.P. disclosed it has sufficient written consents to remove three existing members of the Board and elect its slate of five nominees. (Press Release )
DPD Note: Velan Capital, L.P. disclosed it has sufficient written consents to remove three existing members of the Board and elect its slate of five nominees. (Press Release )
Progenics Pharmaceuticals, Inc.08 Nov 19
Update:Disclose Commencement of Written Consent (By Stockholder) on 09/18/2019
• Press release: Progenics Pharmaceuticals Announces Delivery of Consents and Revocations to Independent Inspector of Elections (Press Release )
• Press release: Progenics Pharmaceuticals Announces Delivery of Consents and Revocations to Independent Inspector of Elections (Press Release )
Achillion Pharmaceuticals, Inc.07 Nov 19
Governing Documents Filing (Restated Only)
• Exhibit: Bylaws Amended/Restated Effective 10/15/2019 (10-Q )
• Exhibit: Bylaws Amended/Restated Effective 10/15/2019 (10-Q )
Assembly Biosciences, Inc.07 Nov 19
Governing Documents Filing (Restated Only)
• Exhibit: Bylaws Amended/Restated Effective 08/06/2019 (10-Q )
• Exhibit: Bylaws Amended/Restated Effective 08/06/2019 (10-Q )
DISH Network Corporation07 Nov 19
Governing Documents Filing (Change)
Filing: (a) On November 4, 2019, the Board of Directors of DISH Network Corporation (the "Corporation") approved an amendment to the Corporation's Amended and Restated Bylaws to amend Section 2.4 to confirm that there is no 10-day period required between a record date and a distribution date for distributio ... (8-K )
Filing: (a) On November 4, 2019, the Board of Directors of DISH Network Corporation (the "Corporation") approved an amendment to the Corporation's Amended and Restated Bylaws to amend Section 2.4 to confirm that there is no 10-day period required between a record date and a distribution date for distributio ... (8-K )
Gogo Inc.07 Nov 19
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company announced that it intends to hold its 2020 annual meeting on April 29, 2020 which is more than 30 days earlier than the anniversary of the company's last annual meeting held on June 11, 2019 triggering the alternative timing provision in the company's advance notice bylaws and a new deadline under Rule 14a-8. The company disclosed new deadlines to submit 14a-8 proposals, non-14a-8 proposals, and nominations. (10-Q )
DPD Note: The company announced that it intends to hold its 2020 annual meeting on April 29, 2020 which is more than 30 days earlier than the anniversary of the company's last annual meeting held on June 11, 2019 triggering the alternative timing provision in the company's advance notice bylaws and a new deadline under Rule 14a-8. The company disclosed new deadlines to submit 14a-8 proposals, non-14a-8 proposals, and nominations. (10-Q )
Heritage Commerce Corp07 Nov 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 08/28/2019 (10-Q )
• Exhibit: Charter Amendment Effective 08/28/2019 (10-Q )
MiMedx Group, Inc.07 Nov 19
Poison Pill Expiration
DPD Note: On November 6, 2019, the company's stockholder rights plan expired without renewal or replacement. The company did not make any disclosure regarding the expiration. (Deal Point Data Research )
DPD Note: On November 6, 2019, the company's stockholder rights plan expired without renewal or replacement. The company did not make any disclosure regarding the expiration. (Deal Point Data Research )
Nuance Communications, Inc.07 Nov 19
Governing Documents Filing (Change)
Filing: (a) On November 5, 2019, following engagement with our stockholders, the Board approved an amendment of the Company's bylaws (as so amended and restated, the "Bylaws") to provide that holders of at least 15% of the shares of the Company's stock entitled to vote may request that the Chairman of the B ... (8-K )
Filing: (a) On November 5, 2019, following engagement with our stockholders, the Board approved an amendment of the Company's bylaws (as so amended and restated, the "Bylaws") to provide that holders of at least 15% of the shares of the Company's stock entitled to vote may request that the Chairman of the B ... (8-K )
Ormat Technologies, Inc.07 Nov 19
Governing Documents Filing (Change)
Filing: As described in Item 5.02 (incorporated herein by reference to the extent applicable) at the Company's Special Meeting, the Company's stockholders approved amendments to the Company's Certificate of Incorporation and By-laws, which became effective upon the filing of a Certificate of Amendment of th ... (8-K )
Filing: As described in Item 5.02 (incorporated herein by reference to the extent applicable) at the Company's Special Meeting, the Company's stockholders approved amendments to the Company's Certificate of Incorporation and By-laws, which became effective upon the filing of a Certificate of Amendment of th ... (8-K )
Ormat Technologies, Inc.07 Nov 19
Governing Documents Filing (Change)
Filing: At the Special Meeting of Stockholders (the "Special Meeting") of Ormat Technologies, Inc. (the "Company") held on November 6, 2019 (the "Special Meeting"), the stockholders approved an amendment to the Company's Third Amended and Restated Certificate of Incorporation (the "Certificate of Incorporat ... (8-K )
Filing: At the Special Meeting of Stockholders (the "Special Meeting") of Ormat Technologies, Inc. (the "Company") held on November 6, 2019 (the "Special Meeting"), the stockholders approved an amendment to the Company's Third Amended and Restated Certificate of Incorporation (the "Certificate of Incorporat ... (8-K )
IPO Activity
Genetron Holdings Limited21 Nov 19
Registration Statement Filed
Genetron Holdings Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Genetron Holdings Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Canaan Inc.21 Nov 19
Underwriting Discount Disclosed
The underwriters received a discount of $0.72 per share (a gross spread of 8%) and a total of $7.2 mil for underwriting Canaan Inc.'s IPO
The underwriters received a discount of $0.72 per share (a gross spread of 8%) and a total of $7.2 mil for underwriting Canaan Inc.'s IPO
Canaan Inc.21 Nov 19
IPO Price Disclosed
Canaan Inc. set the price of its initial public offering of 910,000,000 ADSs at $9.00 per share, which was within the $9.00 to $11.00 price range, for gross proceeds of $90 mil
Canaan Inc. set the price of its initial public offering of 910,000,000 ADSs at $9.00 per share, which was within the $9.00 to $11.00 price range, for gross proceeds of $90 mil
YX Asset Recovery Limited21 Nov 19
Other IPO Related
YX Asset Recovery Limited has postponed its initial public offering
YX Asset Recovery Limited has postponed its initial public offering
Canaan Inc.20 Nov 19
Registration Statement Declared Effective
Canaan Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Canaan Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
SiTime Corporation20 Nov 19
Registration Statement Declared Effective
SiTime Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
SiTime Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
LIV Capital Acquisition Corp.20 Nov 19
Registration Statement Filed
LIV Capital Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
LIV Capital Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
LIV Capital Acquisition Corp.20 Nov 19
Shares Offered Disclosed
LIV Capital Acquisition Corp. disclosed plans to offer 6,000,000 units, with each unit consisting of one share of Class A ordinary stock and one warrant
LIV Capital Acquisition Corp. disclosed plans to offer 6,000,000 units, with each unit consisting of one share of Class A ordinary stock and one warrant
LIV Capital Acquisition Corp.20 Nov 19
Underwriting Discount Disclosed
The underwriters received a discount of $0.225 per share (a gross spread of 2.25%) and a total of $1.35 mil for underwriting LIV Capital Acquisition Corp.'s IPO
The underwriters received a discount of $0.225 per share (a gross spread of 2.25%) and a total of $1.35 mil for underwriting LIV Capital Acquisition Corp.'s IPO
LIV Capital Acquisition Corp.20 Nov 19
Other IPO Related
LIV Capital Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
LIV Capital Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Amplitude Healthcare Acquisition Corporation19 Nov 19
Registration Statement Declared Effective
Amplitude Healthcare Acquisition Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Amplitude Healthcare Acquisition Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Software Acquisition Group Inc.19 Nov 19
Registration Statement Declared Effective
Software Acquisition Group Inc. registration statement was declared effective by the Securities and Exchange Commission (SEC)
Software Acquisition Group Inc. registration statement was declared effective by the Securities and Exchange Commission (SEC)
Software Acquisition Group Inc.19 Nov 19
Shares Offered Increased
Software Acquisition Group Inc. increased the number of units to be offered to 13,000,000 units from 12,500,000 units
Software Acquisition Group Inc. increased the number of units to be offered to 13,000,000 units from 12,500,000 units
LMP Automotive Holdings, Inc.19 Nov 19
Shares Offered Decreased
LMP Automotive Holdings, Inc. decreased the number of common shares to be offered to 2,090,909 from 3,227,50 shares
LMP Automotive Holdings, Inc. decreased the number of common shares to be offered to 2,090,909 from 3,227,50 shares
GreenVision Acquisition Corp.18 Nov 19
Registration Statement Declared Effective
GreenVision Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
GreenVision Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
XP Inc.15 Nov 19
Registration Statement Filed
XP Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
XP Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
AnPac Bio-Medical Science Co., Ltd.15 Nov 19
Shares Offered Disclosed
AnPac Bio-Medical Science Co., Ltd. disclosed plans to offer 1,666,700 American Depositary Shares (ADS) with each ADS representing one Class A ordinary share
AnPac Bio-Medical Science Co., Ltd. disclosed plans to offer 1,666,700 American Depositary Shares (ADS) with each ADS representing one Class A ordinary share
AnPac Bio-Medical Science Co., Ltd.15 Nov 19
Price Range Disclosed
AnPac Bio-Medical Science Co., Ltd. set the anticipated price range for its IPO at $12.00 to $14.00 per American Depositary Share
AnPac Bio-Medical Science Co., Ltd. set the anticipated price range for its IPO at $12.00 to $14.00 per American Depositary Share
Bill.com Holdings, Inc.15 Nov 19
Registration Statement Filed
Bill.com Holdings, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Bill.com Holdings, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Reynolds Consumer Products Inc.15 Nov 19
Registration Statement Filed
Reynolds Consumer Products Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Reynolds Consumer Products Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Canaan Inc.13 Nov 19
Shares Offered Disclosed
Canaan Inc. disclosed plans to offer 10,000,000 American Depositary Shares (ADS) with each ADS representing 15 Class A ordinary share
Canaan Inc. disclosed plans to offer 10,000,000 American Depositary Shares (ADS) with each ADS representing 15 Class A ordinary share
Canaan Inc.13 Nov 19
Price Range Disclosed
Canaan Inc. set the anticipated price range for its IPO at $9.00 to $11.00 per American Depositary Share
Canaan Inc. set the anticipated price range for its IPO at $9.00 to $11.00 per American Depositary Share
OneConnect Financial Technology Co., Ltd.13 Nov 19
Registration Statement Filed
OneConnect Financial Technology Co., Ltd. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
OneConnect Financial Technology Co., Ltd. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
YX Asset Recovery Limited12 Nov 19
Shares Offered Disclosed
YX Asset Recovery Limited disclosed plans to offer 9,282,000 American Depositary Shares (ADS) with each 5 ADS representing one Class A ordinary share
YX Asset Recovery Limited disclosed plans to offer 9,282,000 American Depositary Shares (ADS) with each 5 ADS representing one Class A ordinary share
YX Asset Recovery Limited12 Nov 19
Price Range Disclosed
YX Asset Recovery Limited set the anticipated price range for its IPO at $7.75 to $9.75 per American Depositary Share
YX Asset Recovery Limited set the anticipated price range for its IPO at $7.75 to $9.75 per American Depositary Share
36Kr Holdings Inc.12 Nov 19
Underwriting Discount Disclosed
The underwriters received a discount of $1.16 per share (a gross spread of 8%) and a total of $1.6 mil for underwriting 36Kr Holdings Inc.'s IPO
The underwriters received a discount of $1.16 per share (a gross spread of 8%) and a total of $1.6 mil for underwriting 36Kr Holdings Inc.'s IPO
36Kr Holdings Inc.12 Nov 19
IPO Price Disclosed
36Kr Holdings Inc. set the price of its initial public offering of 1,380,000 ADS at $14.50 per share, which was within the $14.50 to $17.50 price range, for gross proceeds of $20 mil
36Kr Holdings Inc. set the price of its initial public offering of 1,380,000 ADS at $14.50 per share, which was within the $14.50 to $17.50 price range, for gross proceeds of $20 mil
ECMOHO Limited12 Nov 19
Registration Statement Declared Effective
ECMOHO Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
ECMOHO Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
ECMOHO Limited12 Nov 19
Underwriting Discount Disclosed
The underwriters received a discount of $0.70 per share (a gross spread of 7%) and a total of $3 mil for underwriting ECMOHO Limited's IPO
The underwriters received a discount of $0.70 per share (a gross spread of 7%) and a total of $3 mil for underwriting ECMOHO Limited's IPO
ECMOHO Limited12 Nov 19
IPO Price Disclosed
ECMOHO Limited set the price of its initial public offering of 4,375,000 American Depositary Shares at $10.00 per share, which was within the $10.00 to $12.00 price range, for gross proceeds of $43.75 mil
ECMOHO Limited set the price of its initial public offering of 4,375,000 American Depositary Shares at $10.00 per share, which was within the $10.00 to $12.00 price range, for gross proceeds of $43.75 mil
Oriental Culture Holding Ltd12 Nov 19
Registration Statement Filed
Oriental Culture Holding Ltd filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Oriental Culture Holding Ltd filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Oriental Culture Holding Ltd12 Nov 19
Shares Offered Disclosed
Oriental Culture Holding Ltd disclosed plans to offer 2,500,000 ordinary shares to the public
Oriental Culture Holding Ltd disclosed plans to offer 2,500,000 ordinary shares to the public
Oriental Culture Holding Ltd12 Nov 19
Price Range Disclosed
Oriental Culture Holding Ltd set the anticipated price range at $4.00 per share
Oriental Culture Holding Ltd set the anticipated price range at $4.00 per share
89bio, Inc.12 Nov 19
Shares Offered Increased
89bio, Inc. increased the number of common shares to be offered to 5,304,687 from 4,375,000 shares
89bio, Inc. increased the number of common shares to be offered to 5,304,687 from 4,375,000 shares
89bio, Inc.12 Nov 19
Underwriting Discount Disclosed
The underwriters received a discount of $1.12 per share (a gross spread of 7%) and a total of $5.9 mil for underwriting 89bio, Inc.'s IPO
The underwriters received a discount of $1.12 per share (a gross spread of 7%) and a total of $5.9 mil for underwriting 89bio, Inc.'s IPO
89bio, Inc.12 Nov 19
IPO Price Disclosed
89bio, Inc. set the price of its initial public offering of 5,304,687 shares at $16.00 per share, which was within the $15.00 to $17.00 price range, for gross proceeds of $84.9 mil
89bio, Inc. set the price of its initial public offering of 5,304,687 shares at $16.00 per share, which was within the $15.00 to $17.00 price range, for gross proceeds of $84.9 mil
Indonesia Energy Corporation Limited12 Nov 19
Shares Offered Disclosed
Indonesia Energy Corporation Limited disclosed plans to offer 1,500,000 ordinary shares
Indonesia Energy Corporation Limited disclosed plans to offer 1,500,000 ordinary shares
Indonesia Energy Corporation Limited12 Nov 19
Price Range Disclosed
Indonesia Energy Corporation Limited set the anticipated price range for its IPO at $9.00 to $11.00 per share
Indonesia Energy Corporation Limited set the anticipated price range for its IPO at $9.00 to $11.00 per share
LGL Systems Acquisition Corp.12 Nov 19
Shares Offered Increased
LGL Systems Acquisition Corp. increased the number of units to be offered to 15,000,000 units from 12,500,000 units
LGL Systems Acquisition Corp. increased the number of units to be offered to 15,000,000 units from 12,500,000 units
89bio, Inc.11 Nov 19
Registration Statement Declared Effective
89bio, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
89bio, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Galera Therapeutics, Inc.08 Nov 19
Underwriting Discount Disclosed
The underwriters received a discount of $0.84 per share (a gross spread of 7%) and a total of $4.2 mil for underwriting Galera Therapeutics, Inc.'s IPO
The underwriters received a discount of $0.84 per share (a gross spread of 7%) and a total of $4.2 mil for underwriting Galera Therapeutics, Inc.'s IPO
Galera Therapeutics, Inc.08 Nov 19
IPO Price Disclosed
Galera Therapeutics, Inc. set the price of its initial public offering of 5,000,000 shares at $12.00 per share, which is 14.3% below the low end of its $14.00 to $16.00 price range, for gross proceeds of $60 mil
Galera Therapeutics, Inc. set the price of its initial public offering of 5,000,000 shares at $12.00 per share, which is 14.3% below the low end of its $14.00 to $16.00 price range, for gross proceeds of $60 mil
Silvergate Capital Corporation08 Nov 19
Shares Offered Decreased
Silvergate Capital Corporation decreased the number of common shares to be offered to 3,333,333 shares from 3,744,307 shares with Silvergate now selling 824,605 shares and selling shareholders offering 2,508,728 shares
Silvergate Capital Corporation decreased the number of common shares to be offered to 3,333,333 shares from 3,744,307 shares with Silvergate now selling 824,605 shares and selling shareholders offering 2,508,728 shares
Silvergate Capital Corporation08 Nov 19
Underwriting Discount Disclosed
The underwriters received a discount of $0.84 per share (a gross spread of 7%) and a total of $2.8 mil for underwriting Silvergate Capital Corporation's IPO
The underwriters received a discount of $0.84 per share (a gross spread of 7%) and a total of $2.8 mil for underwriting Silvergate Capital Corporation's IPO
Silvergate Capital Corporation08 Nov 19
IPO Price Disclosed
Silvergate Capital Corporation set the price of its initial public offering of 3,333,333 shares at $12.00 per share, which is 7.7% below the low end of its $13.00 to $15.00 price range, for gross proceeds of $40 mil
Silvergate Capital Corporation set the price of its initial public offering of 3,333,333 shares at $12.00 per share, which is 7.7% below the low end of its $13.00 to $15.00 price range, for gross proceeds of $40 mil
CNS Pharmaceuticals, Inc.08 Nov 19
Underwriting Discount Disclosed
The underwriters received a discount of $0.28 per share (a gross spread of 7%) and a total of $.595 mil for underwriting CNS Pharmaceuticals, Inc.'s IPO
The underwriters received a discount of $0.28 per share (a gross spread of 7%) and a total of $.595 mil for underwriting CNS Pharmaceuticals, Inc.'s IPO
Centogene N.V.08 Nov 19
Underwriting Discount Disclosed
The underwriters received a discount of $0.98 per share (a gross spread of 7%) and a total of $3.92 mil for underwriting Centogene N.V.'s IPO
The underwriters received a discount of $0.98 per share (a gross spread of 7%) and a total of $3.92 mil for underwriting Centogene N.V.'s IPO
Centogene N.V.08 Nov 19
IPO Price Disclosed
Centogene N.V. set the price of its initial public offering of 4,000,000 shares at $14.00 per share, which was within the $14.00 to $16.00 price range, for gross proceeds of $56 mil
Centogene N.V. set the price of its initial public offering of 4,000,000 shares at $14.00 per share, which was within the $14.00 to $16.00 price range, for gross proceeds of $56 mil
TELA Bio, Inc.08 Nov 19
Underwriting Discount Disclosed
The underwriters received a discount of $0.91 per share (a gross spread of 7%) and a total of $3.64 mil for underwriting TELA Bio, Inc.'s IPO
The underwriters received a discount of $0.91 per share (a gross spread of 7%) and a total of $3.64 mil for underwriting TELA Bio, Inc.'s IPO
TELA Bio, Inc.08 Nov 19
IPO Price Disclosed
TELA Bio, Inc. set the price of its initial public offering of 4,000,000 shares at $13.00 per share, which is 7.1% below the low end of its $14.00 to $16.00 price range, for gross proceeds of $52 mil
TELA Bio, Inc. set the price of its initial public offering of 4,000,000 shares at $13.00 per share, which is 7.1% below the low end of its $14.00 to $16.00 price range, for gross proceeds of $52 mil
Inhibrx, Inc.08 Nov 19
IPO Withdrawn
Inhibrx, Inc. withdrew its initial public offering as the company does not intend to pursue an IPO at this time
Inhibrx, Inc. withdrew its initial public offering as the company does not intend to pursue an IPO at this time
SiTime Corporation07 Nov 19
Shares Offered Disclosed
SiTime Corporation disclosed plans to offer 4,300,000 common shares to the public
SiTime Corporation disclosed plans to offer 4,300,000 common shares to the public
SiTime Corporation07 Nov 19
Price Range Disclosed
SiTime Corporation set the anticipated price range for its IPO at $13.00 to $15.00 per share
SiTime Corporation set the anticipated price range for its IPO at $13.00 to $15.00 per share
CNS Pharmaceuticals, Inc.07 Nov 19
Registration Statement Declared Effective
CNS Pharmaceuticals, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
CNS Pharmaceuticals, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
36Kr Holdings Inc.07 Nov 19
Shares Offered Decreased
36Kr Holdings Inc. decreased the number of American Depositary Shares (ADS) to be offered to 1,380,000 ADSs from 3,600,000 ADSs
36Kr Holdings Inc. decreased the number of American Depositary Shares (ADS) to be offered to 1,380,000 ADSs from 3,600,000 ADSs
36Kr Holdings Inc.07 Nov 19
Registration Statement Declared Effective
36Kr Holdings Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
36Kr Holdings Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Alpine Income Property Trust, Inc.07 Nov 19
Price Range Disclosed
Alpine Income Property Trust, Inc. set the anticipated price range for its IPO at $19.00 to $21.00 per share
Alpine Income Property Trust, Inc. set the anticipated price range for its IPO at $19.00 to $21.00 per share
Stable Road Acquisition Corp.07 Nov 19
Registration Statement Declared Effective
Stable Road Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Stable Road Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Juniper Industrial Holdings, Inc.07 Nov 19
Registration Statement Declared Effective
Juniper Industrial Holdings, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Juniper Industrial Holdings, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
TELA Bio, Inc.07 Nov 19
Registration Statement Declared Effective
TELA Bio, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
TELA Bio, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
F5 Finishes, Inc.07 Nov 19
Registration Statement Filed
F5 Finishes, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
F5 Finishes, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Monopar Therapeutics Inc.07 Nov 19
Other IPO Related
Monopar Therapeutics Inc. has postponed its initial public offering
Monopar Therapeutics Inc. has postponed its initial public offering
HYLETE, Inc.07 Nov 19
IPO Withdrawn
HYLETE, Inc. withdrew its initial public offering indicating that it does not intend to pursue an IPO at this time
HYLETE, Inc. withdrew its initial public offering indicating that it does not intend to pursue an IPO at this time
Galera Therapeutics, Inc.06 Nov 19
Registration Statement Declared Effective
Galera Therapeutics, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Galera Therapeutics, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Silvergate Capital Corporation06 Nov 19
Registration Statement Declared Effective
Silvergate Capital Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Silvergate Capital Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Q&K International Group Limited06 Nov 19
Underwriting Discount Disclosed
The underwriters received a discount of $1.2495 per share (a gross spread of 7.35%) and a total of $3.73 mil for underwriting Q&K International Group Limited's IPO
The underwriters received a discount of $1.2495 per share (a gross spread of 7.35%) and a total of $3.73 mil for underwriting Q&K International Group Limited's IPO
Q&K International Group Limited06 Nov 19
IPO Price Disclosed
Q&K International Group Limited set the price of its initial public offering of 2,700,000 ADSs at $17.00 per share, which was within the $17.00 to $19.00 price range, for gross proceeds of $45.9 mil
Q&K International Group Limited set the price of its initial public offering of 2,700,000 ADSs at $17.00 per share, which was within the $17.00 to $19.00 price range, for gross proceeds of $45.9 mil
Centogene N.V.06 Nov 19
Registration Statement Declared Effective
Centogene N.V.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Centogene N.V.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
LGL Systems Acquisition Corp.06 Nov 19
Registration Statement Declared Effective
LGL Systems Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
LGL Systems Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
GFL Environmental Holdings Inc.06 Nov 19
Other IPO Related
GFL Environmental Holdings Inc. has postponed its initial public offering
GFL Environmental Holdings Inc. has postponed its initial public offering
PropTech Acquisition Corporation05 Nov 19
Registration Statement Filed
PropTech Acquisition Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
PropTech Acquisition Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
PropTech Acquisition Corporation05 Nov 19
Shares Offered Disclosed
PropTech Acquisition Corporation disclosed plans to offer 15,000,000 units, with each unit consisting of one share of Class A common stock and one-half of one warrant
PropTech Acquisition Corporation disclosed plans to offer 15,000,000 units, with each unit consisting of one share of Class A common stock and one-half of one warrant
PropTech Acquisition Corporation05 Nov 19
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $8.25 mil for underwriting PropTech Acquisition Corporation's IPO
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $8.25 mil for underwriting PropTech Acquisition Corporation's IPO
PropTech Acquisition Corporation05 Nov 19
Other IPO Related
PropTech Acquisition Corporation disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
PropTech Acquisition Corporation disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Merida Merger Corp. I05 Nov 19
Shares Offered Increased
Merida Merger Corp. I increased the number of units to be offered to 12,000,000 units from 10,000,000 units
Merida Merger Corp. I increased the number of units to be offered to 12,000,000 units from 10,000,000 units
Q&K International Group Limited04 Nov 19
Registration Statement Declared Effective
Q&K International Group Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Q&K International Group Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Osprey Technology Acquisition Corp.04 Nov 19
Shares Offered Increased
Osprey Technology Acquisition Corp. increased the number of units to be offered to 27,500,000 units from 25,000,000 units
Osprey Technology Acquisition Corp. increased the number of units to be offered to 27,500,000 units from 25,000,000 units
Monopar Therapeutics Inc.04 Nov 19
Shares Offered Decreased
Monopar Therapeutics Inc. decreased the number of common shares to be offered to 2,222,223 shares from 4,444,445 shares
Monopar Therapeutics Inc. decreased the number of common shares to be offered to 2,222,223 shares from 4,444,445 shares
Merida Merger Corp. I04 Nov 19
Registration Statement Declared Effective
Merida Merger Corp. I's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Merida Merger Corp. I's registration statement was declared effective by the Securities and Exchange Commission (SEC)
FinServ Acquisition Corp.04 Nov 19
Shares Offered Increased
FinServ Acquisition Corp. increased the number of units to be offered to 22,000,000 units from 20,000,000 units
FinServ Acquisition Corp. increased the number of units to be offered to 22,000,000 units from 20,000,000 units
Qilian International Holding Group Limited04 Nov 19
Registration Statement Filed
Qilian International Holding Group Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Qilian International Holding Group Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Qilian International Holding Group Limited04 Nov 19
Shares Offered Disclosed
Qilian International Holding Group Limited disclosed plans to offer 4,000,000 common shares to the public
Qilian International Holding Group Limited disclosed plans to offer 4,000,000 common shares to the public
Qilian International Holding Group Limited04 Nov 19
Price Range Disclosed
Qilian International Holding Group Limited set the anticipated price range for its IPO at $5.00 to $7.00 per share
Qilian International Holding Group Limited set the anticipated price range for its IPO at $5.00 to $7.00 per share
RAPT Therapeutics, Inc.01 Nov 19
Underwriting Discount Disclosed
The underwriters received a discount of $0.84 per share (a gross spread of 7%) and a total of $2.52 mil for underwriting RAPT Therapeutics, Inc.'s IPO
The underwriters received a discount of $0.84 per share (a gross spread of 7%) and a total of $2.52 mil for underwriting RAPT Therapeutics, Inc.'s IPO
RAPT Therapeutics, Inc.01 Nov 19
IPO Price Disclosed
RAPT Therapeutics, Inc. set the price of its initial public offering of 3,000,000 shares at $12.00 per share, which was within the decreased $12.00 to $14.00 price range, for gross proceeds of $36 mil
RAPT Therapeutics, Inc. set the price of its initial public offering of 3,000,000 shares at $12.00 per share, which was within the decreased $12.00 to $14.00 price range, for gross proceeds of $36 mil
Q&K International Group Limited01 Nov 19
Shares Offered Decreased
Q&K International Group Limited decreased the number of American Depositary Shares (ADS) to be offered to 2,700,000 from 5,200,000
Q&K International Group Limited decreased the number of American Depositary Shares (ADS) to be offered to 2,700,000 from 5,200,000
Fangdd Network Group Ltd.01 Nov 19
Shares Offered Decreased
Fangdd Network Group Ltd. decreased the number of American Depositary Shares (ADS) to be offered to 6,000,000 from 7,000,000
Fangdd Network Group Ltd. decreased the number of American Depositary Shares (ADS) to be offered to 6,000,000 from 7,000,000
Fangdd Network Group Ltd.01 Nov 19
Underwriting Discount Disclosed
The underwriters received a discount of $0.91 per share (a gross spread of 7%) and a total of $5.46 mil for underwriting Fangdd Network Group Ltd.'s IPO
The underwriters received a discount of $0.91 per share (a gross spread of 7%) and a total of $5.46 mil for underwriting Fangdd Network Group Ltd.'s IPO
Fangdd Network Group Ltd.01 Nov 19
IPO Price Disclosed
Fangdd Network Group Ltd. set the price of its initial public offering of 6,000,000 shares at $13.00 per share, which was within the $13.00 to $15.00 price range, for gross proceeds of $78 mil
Fangdd Network Group Ltd. set the price of its initial public offering of 6,000,000 shares at $13.00 per share, which was within the $13.00 to $15.00 price range, for gross proceeds of $78 mil
Alussa Energy Acquisition Corp.01 Nov 19
Registration Statement Filed
Alussa Energy Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Alussa Energy Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Alussa Energy Acquisition Corp.01 Nov 19
Shares Offered Disclosed
Alussa Energy Acquisition Corp. disclosed plans to offer 22,500,000 units, with each unit consisting of one share of Class A ordinary share and one-half of one redeemable warrant
Alussa Energy Acquisition Corp. disclosed plans to offer 22,500,000 units, with each unit consisting of one share of Class A ordinary share and one-half of one redeemable warrant
Alussa Energy Acquisition Corp.01 Nov 19
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $12.375 mil for underwriting Alussa Energy Acquisition Corp.'s IPO
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $12.375 mil for underwriting Alussa Energy Acquisition Corp.'s IPO
Alussa Energy Acquisition Corp.01 Nov 19
Other IPO Related
Alussa Energy Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Alussa Energy Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
ECMOHO Limited01 Nov 19
Shares Offered Disclosed
ECMOHO Limited disclosed plans to offer 4,375,000 American Depositary Shares (ADS) with each ADS representing one Class A ordinary share
ECMOHO Limited disclosed plans to offer 4,375,000 American Depositary Shares (ADS) with each ADS representing one Class A ordinary share
ECMOHO Limited01 Nov 19
Price Range Disclosed
ECMOHO Limited set the anticipated price range for its IPO at $10.00 to $12.00 per American Depositary Share
ECMOHO Limited set the anticipated price range for its IPO at $10.00 to $12.00 per American Depositary Share
RAPT Therapeutics, Inc.31 Oct 19
Registration Statement Declared Effective
RAPT Therapeutics, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
RAPT Therapeutics, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Oyster Point Pharma, Inc.31 Oct 19
Underwriting Discount Disclosed
The underwriters received a discount of $1.12 per share (a gross spread of 7%) and a total of $5.6 mil for underwriting Oyster Point Pharma, Inc.'s IPO
The underwriters received a discount of $1.12 per share (a gross spread of 7%) and a total of $5.6 mil for underwriting Oyster Point Pharma, Inc.'s IPO
Oyster Point Pharma, Inc.31 Oct 19
IPO Price Disclosed
Oyster Point Pharma, Inc. set the price of its initial public offering of 5,000,000 shares at $16.00 per share, which was within the $16.00 to $18.00 price range, for gross proceeds of $80 mil
Oyster Point Pharma, Inc. set the price of its initial public offering of 5,000,000 shares at $16.00 per share, which was within the $16.00 to $18.00 price range, for gross proceeds of $80 mil
Fangdd Network Group Ltd.31 Oct 19
Registration Statement Declared Effective
Fangdd Network Group Ltd.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Fangdd Network Group Ltd.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
AnPac Bio-Medical Science Co., Ltd.31 Oct 19
Registration Statement Filed
AnPac Bio-Medical Science Co., Ltd. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
AnPac Bio-Medical Science Co., Ltd. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Corporate Governance Reports
Top Takeover Defense Changes of 2018 - 01/14/2019
A review of Deal Point Data defense change and disclosure data for S&P 1500 companies in 2018 yields a few observations including governance best practices adopted by large cap companies continuing to trickle down to smaller companies, companies of all sizes are concerned with stockholder lawsuits, and absent traditional structural defenses, large cap companies are focusing on bylaw language, with very limited participation by stockholders. Read more
Votes to Ratify Poison Pills Have Become Routine as Plans
Evolve - 12/19/2018
It’s hard to believe that the votes associated with what was once the most controversial item in the corporate governance landscape have become downright routine. Since January 1, 2017, 74 out of the 75 company proposals to approve a poison pill (aka a shareholder rights plan) passed and the lone proposal that was voted down comes with an asterisk because it was not a typical vote. Read more
Peak Proxy Access Nomination Season - 10/31/2018
Governance activists waged a hard-fought battle to establish proxy access at public companies and ultimately succeeded as proxy access has been widely adopted. It is therefore rather surprising that we have yet to have a proxy access nomination go to an actual vote. If it is going to happen in the 2019 proxy season, we’re likely to know soon as we’ve entered the part of the calendar where proxy access notice windows are opening. Read more
Securities Offerings
IPOs - Record Unicorn Issuance
The first half of 2019 saw the début of 83 companies listing on U.S. stock exchanges through initial public offerings. The companies raised $34.3 billion a 9.4% decrease over the first six months of 2018. These statistics exclude Special Purpose Acquisition companies. Included in this cohort where 10 “Unicorns”, private companies, such as Uber, with pre-IPO valuations of at least one billion. According to Deal Point Data, this is the most Unicorn issues since IPO records began in 1980. Morgan Stanley topped the Deal Point Data U.S. IPO underwriting league table for the first half of 2019. Cooley was the number one ranked legal counsel to issuers while Davis Polk was the leading counsel to underwriters.
High-Yield Bonds
The dollar value of new issues of SEC registered high-yield bonds fell by 46.8% to $16.2 billion during the first six months of 2019 on a year-over-year basis. On a sequential basis, the dollar value increased by 62.6% compared to the dismal second half of 2018..