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Shareholder Proposal Review – Lessons Learned to Prepare for 2019-2020

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This informative program features a panel of Morrison & Foerster lawyers that includes Marty Dunn, former Chief Counsel and Deputy Director, SEC Division of Corporation Finance; corporate finance attorney Scott Lesmes; corporate finance attorney Emily Beers; and Hillary Daniels, former Staff Attorney, SEC Division of Corporation Finance. The program is designed to help in-house corporate counsel navigate the developing analytical landscape for shareholder proposals in the 2019–2020 proxy season, with a specific focus on the operation of Exchange Act Rule 14a-8 and the guidance provided by recent SEC Staff statements and no-action positions. Topics Include:<ul><li>How Exchange Act Rule 14a-8 Works in Practice</li><li>Common Company “Hiccups” Involving Shareholder Proposals</li><li>SEC Staff Rule 14a-8 No-Action Letter Trends from the 2018–2019 Proxy Season</li><li>Takeaways from 2018-2019 SEC Staff Rule 14a-8 No-Action Letters Regarding: <ul><li>Rule 14a-8(i)(3) (a proposal is “materially false and misleading”);</li><li>Rule 14a-8(i)(7) (a proposal relates to a company’s “ordinary business” matters); and</li><li>Rule 14a-8(i)(10) (a proposal has been “substantially implemented” by a company). </li></ul></li></ul>It is available to view <a target="_blank" href="https://www.veracast.com/webcasts/mofo/mcle_programs/50142410.cfm">here</a>.<hr>

Shareholder Proposal Review – Lessons Learned to Prepare for 2019-2020

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Emily Beers is of counsel in Morrison Foerster’s Capital Markets and Public Company Advisory & Governance practices. Her practice focuses on representing publicly and privately held companies in a variety of corporate and securities law matters.Emily represents both issuers and investment banks in initial public offerings, follow-on offerings, and private placements, including offerings of common and preferred equity, investment-grade debt, convertible debt, and high-yield debt. Emily also regularly advises clients with respect to liability management transactions, including tender offers, as well as M&A transactions.In addition, Emily regularly counsels companies with respect to corporate governance issues, compliance with the U.S. federal securities laws, and the requirements of the New York Stock Exchange and NASDAQ, as well as general corporate matters.Emily is recognized in IFLR1000 for Capital Markets: Debt, Capital Markets: Equity, and M&A (2021).Prior to joining Morrison Foerster, Emily worked as an associate in the capital markets practices of other international law firms in New York and London.<h4>Representative Matters</h4><ul><li>Represented Sprint Corp. and SoftBank Group Corp., the controlling shareholder of Sprint, on the all- stock merger of Sprint and T-Mobile US Inc. The total implied enterprise value for Sprint in the transaction was approximately $59 billion and the aggregate for the combined company enterprise value was approximately $146 billion.</li><li>Represented onsemi (NASDAQ: ON) in its Rule 144A offering of $1.5 billion 0.5% Convertible Senior Notes due 2029; in its Rule 144A offering of $700 million 0% Convertible Senior Notes due 2027; and in its Rule 144A offering of $700 million 3.875% Senior Notes due 2028.</li><li>Represented The Chemours Company (NYSE: CC) in its Rule 144A offering of $650 million 4.625% Senior Notes due 2029; in its Rule 144A offering of $800 million 5.750% Senior Notes due 2028 and concurrent tender offers to purchase all or a portion of its outstanding Senior Notes and related consent solicitations; and in its registered offering of €450 million 4.000% Senior Notes due 2026 and concurrent tender offers to purchase all or a portion of its outstanding senior notes and related consent solicitations.</li><li>Represented McKesson Corporation (NYSE: MCK) in its registered offering of $500 million 5.250% Notes due 2026; in its registered offering of $500 million 1.300% Senior Notes due 2026 and related tender offer to repurchase a portion of its outstanding senior notes; and in its registered offerings of $700 million 3.650% Notes due 2020 and $400 million 4.750% Notes due 2029 and concurrent tender offers to purchase a portion of its outstanding senior notes and related consent solicitations.</li><li>As designated underwriters’ counsel to Royal Dutch Shell Plc, represented the underwriters in connection with registered offerings of more than $30 billion of fixed and floating rate notes by Shell International Finance, the U.S. financing subsidiary of Royal Dutch Shell Plc.</li><li>Represented Southwest Gas Holdings, Inc. (NYSE: SWX) in its defense against a hostile tender offer and proxy contest by Carl Icahn, and in its subsequent registered offerings of common stock and debt. </li><li>Represented Unity Software Inc. (NYSE: U) in its stock-for-stock merger with ironSource, Ltd. for an approximate value of $4.4 billion.</li><li>Represented the underwriters in connection with the registered offering of $5 billion of notes by Novartis Capital Corporation, the U.S. financing subsidiary of Novartis AG.</li><li>Represented Vontier Corporation (NYSE: VNT) in its $1.6 billion 144A offering of Senior Notes and its $1.6 billion registered exchange offer.</li><li>Represented the placement agent in connection with the $50 million private offering of senior secured notes by Newport Realty Trust, a private mortgage REIT, the private placement of $36.5 million aggregate principal amount of 7.5% Senior Unsecured Notes due 2025 issued by NextPoint Real Estate Finance Operating Partnership, L.P., the operating partnership subsidiary of NexPoint Real Estate Finance, Inc. (NYSE: NREF), and the private placement of $42.25 million aggregate principal amount of its 7.00% Senior Unsecured Notes due 2026 issued by Pelorus Fund REIT, LLC.</li><li>Represented Veeco Instruments Inc. (NASDAQ: VECO) in its registered offering of $300 million 2.70% Convertible Senior Notes due 2023.</li><li>Represents the sales agents in connection with Equity Residential’s (NYSE: EQR) at-the-market equity offering; as designated underwriters’ counsel, represented the underwriters in connection with registered offerings by Equity Residential’s operating partnership, ERP Operating Limited Partnership, of an aggregate of $1.25 billion of notes.</li><li>Represented Whole Foods Market, Inc. (NASDAQ:WFM) in its $1.0 billion Rule 144A/Regulation S offering of 5.200% Senior Notes due 2025.</li><li>Represented the underwriters in connection with Community Healthcare Trust Incorporated’s (NYSE: CHCT) approximately $136.6 million initial public offering and in subsequent follow-on offerings.</li><li>Represented Inovalon Holdings, Inc. (NASDAQ: INOV) in its approximately $685 million initial public offering.</li></ul>

Emily K. Beers

Of Counsel

Scott Lesmes is a partner in Morrison Foerster’s Public Company Advisory & Governance and Capital Markets practices. Scott focuses his practice on counseling clients with respect to corporate and securities matters. He advises publicly-listed companies and boards of directors on a broad range of securities regulation and corporate governance issues and has substantial experience in dealing with restatements and internal control concerns.Scott also counsels issuers and underwriters in the public offering process and in corporate compliance matters involving SEC reporting and disclosure requirements.Prior to his career in private law, Scott served as in-house counsel at two public companies. He worked extensively in establishing corporate compliance programs and policies, including those related to insider trading, Section 16, and corporate disclosure while serving as Chief Legal Officer for Allied Capital Corporation, a NYSE-listed business development company, as well as Deputy General Counsel/Chief Securities Counsel for Fannie Mae, a financial services company. Scott draws on his significant in-house experience to provide valuable perspective in his role as an outside advisor. Scott has received nationwide recognition for excellence in capital markets law. Legal 500 US recognizes Scott as "a key partner in the team [for debt offerings]" and acknowledges his "capital markets expertise. IFLR1000 distinguishes Scott as "highly regarded" in the areas of Capital markets: Debt and Capital markets: Equity, and U.S. News' Best Lawyers identifies him as a leading lawyer in Securities/Capital Markets Law.Scott currently serves as chair of Morrison & Foerster’s Practice and Opinion Review Committee, and as a co-chair of Practising Law Institute’s Annual Disclosure Documents program.

Scott Lesmes

Partner

Capital Markets

Public Company Advisory & Governance

Shareholder Proposal Review – Lessons Learned to Prepare for 2019-2020

10 Sep 2019 12:00 AM - 12:00 AM PDT