Haughey, Jeffrey T. - GableGotwals https://dev.gablelaw.com Oklahoma Law Firm Thu, 25 Sep 2025 15:53:52 +0000 en-US hourly 1 https://wordpress.org/?v=6.8.5 https://dev.gablelaw.com/wp-content/uploads/2023/06/cropped-Site-Icon-1-32x32.png Haughey, Jeffrey T. - GableGotwals https://dev.gablelaw.com 32 32 239657413 Securities Alert – ExxonMobil Breaks New Ground with Retail Voting Program Authorized by SEC https://dev.gablelaw.com/news-articles-blogs/client-alerts/exxonmobil-breaks-new-ground-with-retail-voting-program-authorized-by-sec/ Thu, 25 Sep 2025 13:57:26 +0000 https://www.gablelaw.com/?post_type=alerts&p=19242

September 24, 2025 | By: Jeff Haughey and Jeni Stallings

ExxonMobil has announced a new shareholder voting initiative aimed at increasing participation by retail investors in annual meetings. The program enables shareholders to give standing instructions to vote in line with the company’s board recommendations, offering a simplified and more accessible proxy voting option for retail holders.

This development encourages voting by retail shareholders, who have historically low participation rates in corporate governance decisions. ExxonMobil’s approach may serve as a model for others looking to increase voting engagement with their retail shareholders.

The Problem: Low Retail Voting Rates

Public companies in the U.S. routinely face the challenge of low shareholder engagement in proxy voting, especially from retail shareholders. While retail participation in the equity markets has grown substantially in recent years, studies consistently show that fewer than 25% of retail shareholders cast votes at annual meetings.

ExxonMobil’s own experience reflects this broader trend. Despite retail shareholders holding nearly 40% of the company’s outstanding shares at its most recent annual meeting, the company did not hear from 75% of retail voters. Through shareholder engagement, ExxonMobil learned that many individual investors feel overwhelmed by the volume and complexity of proxy materials and are looking for simpler ways to participate meaningfully in corporate governance.

The Solution: Standing Board-Aligned Voting Instructions

In response, ExxonMobil developed a Retail Voting Program allowing retail investors to voluntarily authorize the company to vote their shares in accordance with the board’s recommendations for each meeting of shareholders. Participating shareholders will be given the opportunity to elect their standing voting instruction to apply to either (a) all matters; or (b) all matters except contested director elections or any acquisition, merger or divestiture transaction that legally would require the approval of company shareholders. Separately, retail shareholders will be able to opt out of the Retail Voting Program at no cost or override their standing instruction by voting at the meeting.

SEC No Action Letter

In a letter dated September 15, 2025, the SEC confirmed that it would not recommend enforcement action under Exchange Act Rules 14a-4(d)(2) or 14a-4(d)(3) if ExxonMobil proceeds with the Retail Voting Program as described. This is significant because proxies that grant authority to vote for more than one meeting are generally prohibited by the Exchange Act Rules. In making its final determination, the SEC relied on several key representations by ExxonMobil, including:

  • The program is available to all retail shareholders, whether registered holders or beneficial owners through intermediaries.
  • Shareholders may cancel or override standing instructions at any time and at no cost.
  • Participants will receive annual reminders outside the proxy solicitation period.
  • The program will not restrict access to proxy materials or other voting mechanisms.
  • The company will provide full disclosure in its proxy statements and on its website.

Implications for Public Companies

Public companies with a substantial percentage of retail shareholders may want to explore whether a standing instruction voting program can provide a scalable, transparent way to improve governance engagement without creating new burdens for shareholders or boards.

Companies that plan to adopt retail voting programs with the same features as ExxonMobil’s do not need to seek their own SEC no-action relief letter, but they are encouraged, although not required, to speak to the SEC before proceeding with their own program. If a company wants to adopt a program before its 2026 annual meeting, it will need to coordinate the timing of enrollment invitations with its transfer agent and vote processing agent well in advance of program implementation and consider its meeting calendar and agenda.

State law should also be considered. Companies that do not wish to be first movers may want to wait and see how similar programs are timed, implemented, disclosed, and maintained as well as the cost associated with such programs.

Jeffrey T. Haughey and Jeni Stallings are attorneys in GableGotwals’ Corporate & Securities Law Group. For help in establishing a similar retail voting program, please contact your GableGotwals attorney or a member of our Corporate & Securities Group.

Jeff Haughey commercial transactional, mergers and acquisitions, corporate securities, energy, oil, and gas attorney, Oklahoma

Jeffrey T. Haughey
918-595-4837
jhaughey@gablelaw.com

Jeni Stallings
918-595-4862
jstallings@gablelaw.com

This article is provided for educational and informational purposes only and does not contain legal advice or create an attorney-client relationship. The information provided should not be taken as an indication of future legal results; any information provided should not be acted upon without consulting legal counsel.

The post Securities Alert – ExxonMobil Breaks New Ground with Retail Voting Program Authorized by SEC first appeared on GableGotwals.

]]> 19242 Best Lawyers in America Names 68 GableGotwals Attorneys to its 2026 List https://dev.gablelaw.com/news-articles-blogs/press-releases/best-lawyers-in-america-names-68-gablegotwals-attorneys-to-2026-list/ Wed, 20 Aug 2025 15:41:23 +0000 https://www.gablelaw.com/?post_type=press&p=19048

August 21, 2025 | GableGotwals is pleased to announce that 68 lawyers have been recognized in the 2026 Edition of The Best Lawyers in America, five of which were newly included, and one newly named on the “Ones to Watch” list. In addition, 11 GableGotwals attorneys were named 2026 “Lawyer of the Year.”

Best Lawyers has published their list for more than three decades. Its first international list was published in 2006, and since then has grown to provide lists in more than 75 countries. Lawyers on The Best Lawyers in America list are divided by geographic region and practice areas and are reviewed by their peers on the basis of professional expertise.

GableGotwals would like to congratulate the following attorneys named to 2026 The Best Lawyers in America list:

The Best Lawyers in America

Houston
John D. Sullivan

Oklahoma City
Ellen A. Adams
Jeffrey A. Curran
E. Talitha Ebrite
Jake M. Krattiger
Lance E. Leffel
Robert G. McCampbell
Nick V. Merkley
J. Blake Patton
Leo J. Portman
Brooks Richardson
Rob F. Robertson
Leasa M. Stewart
Amy M. Stipe
Jay P. Walters

Tulsa
Steven J. Adams
Jennifer R. Annis
John R. Barker
Brandon C. Bickle
David L. Bryant
Frank J. Catalano
Jason B. Coutant
John D. Dale
Renee DeMoss
Adam Doverspike
Alicia J. Edwards
LeAnn Drummond Ellis
Grant Fitz

Craig A. Fitzgerald
Amelia A. Fogleman
John A. Gaberino, Jr.
Jeffrey D. Hassell
Jeffrey T. Haughey
Steven G. Heinen
Philip D. Hixon
Andrew J. Hofland
Thomas J. Hutchison
Susan I. Jordan
Stephen W. Lake
Lloyd W. Landreth
James F. Lea III
David Limekiller
Justin A. Lollman
Graydon D. Luthey, Jr.
    David B. McKinney
    Carrie McNeer
    Barbara M. Moschovidis
    Todd A. Nelson
    Richard B. Noulles
    Terry D. Ragsdale
    Paul E. Rossler
    John Henry Rule
    Stephen A. Schuller
    Deborah C. Shallcross
    Trent Shores
    Lisa T. Silvestri
    Tina Soin
    Timothy J. Sullivan, Jr.
    Sidney K. Swinson
    Chris S. Thrutchley
    Mia Vahlberg
    David G. Woodral
    Scott R. Zingerman

    Best Lawyers: Ones to Watch in America

    Oklahoma City
    Gerard D’Emilio
    Scott Kiplinger
    Ashlyn Smith

    Tulsa
    Barrett L. Powers
    Alex Telarik appellate, energy, oil, and gas litigation attorney, Oklahoma Alex R. Telarik

    The post Best Lawyers in America Names 68 GableGotwals Attorneys to its 2026 List first appeared on GableGotwals.

    ]]>     19048     Securities Alert — The Impact of Tariffs and Market Volatility on Risk Factors, MD&A, and Earnings Calls https://dev.gablelaw.com/news-articles-blogs/client-alerts/securities-alert-the-impact-of-tariffs-and-market-volatility-on-risk-factors-mda-and-earnings-calls/ Wed, 23 Apr 2025 15:19:31 +0000 https://www.gablelaw.com/?post_type=alerts&p=18367

    April 23, 2025 | By: Jeffrey T. Haughey

    The recent flurry of activity regarding tariffs and the resultant market volatility should have public companies reviewing and analyzing their risk factors and MD&A sections in the preparation of their upcoming 10-Q filings for the first quarter. In addition, they should also be prepared to answer questions on these subjects (to the extent possible) during their earnings calls on their quarterly results.

    Risk Factors
    Companies should be reviewing the Risk Factors section in their last 10-K filing to determine whether any of them should be updated or if a new Risk Factor would be appropriate to include because of the ongoing tariff restructuring and the market volatility that has accompanied such actions. Some of the possible areas that could trigger the need to update one or more Risk Factors include:

    • The magnitude of business subject to tariffs (both domestic and foreign) on the company’s own goods or goods used in producing those goods
    • The impact that tariffs could have on the company’s supply chain
    • The company’s ability to raise the prices on its goods in response to the imposed tariffs and the resulting impact on the demand for its goods if it does raise the prices on its goods
    • Whether the company would incur unrecoverable costs in trying to limit the effect of the tariffs
    • The impact on future capital expenditures, acquisitions etc.
    • The possibility of an economic slowdown or recession, which may reduce demand for the company’s goods, limit its availability to the capital markets, increase the cost of capital due to increased interest rates, lower its equity valuation or adversely affect foreign currencies (companies may wish to revisit their “recession” risks from 2008-2009)

    In reviewing their risk factors, companies should also be on the lookout for “hypothetical” risks that are no longer hypothetical. In Huddleston v Herman & MacLean, 640 F.2d 534, 544 (5th Cir. 1981), the Fifth Circuit admonished that “[t]o warn that the untoward may occur when the event is contingent is prudent; to caution that it is only possible for the unfavorable events to happen when they have already occurred is deceit.”

    MD&A
    Here, too, companies should analyze the impact of tariffs and market volatility on their results and liquidity, particularly if they need to delay or abandon planned capital expenditures or acquisitions or if the company’s access to capital becomes more expensive or limited.

    Companies are obligated to address in the MD&A “known trends or uncertainties that have had or that are reasonably likely to have a material favorable or unfavorable impact on net sales or revenues or income from continuing operations” and “known trends or any known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in the registrant’s liquidity increasing or decreasing in any material way.” Unfortunately, this is made more difficult since the tariff situation is so uncertain at this time, and if there is an economic slowdown, recoveries can take days or years depending on the circumstances.

    Companies should bear in mind that in addition to the consequences of the current tariff/market upheaval, if they cannot conclude that the possibility of much higher tariffs taking effect in 90 days from “Liberation Day” is not reasonably likely to occur, then such a known trend or uncertainty would also need to be discussed if the consequences of such higher tariffs would be material to their results or liquidity.

    In the past, some companies have tried to support their stock price by initiating a share repurchase program. Companies should be satisfied that they have ample liquidity to do so and that they are not in possession of material, nonpublic information at the time of such purchases. It would be safer if the company had previously adopted a Rule 10b5-1 plan when it is not in possession of material, nonpublic information.

    Earnings Calls
    While executives may wish to answer questions on these topics generally by saying that they are “closely monitoring” the situation, they may be better served by having answers and plans to such questions, if possible, to show that the company is staying abreast of the circumstances. As always, companies need to ensure that the entire communications team is providing consistent messages. If the situation continues to be volatile, it may be appropriate, under Regulation FD, to avoid reaffirming earnings guidance after an earnings call in subsequent private calls with analysts.

    For questions regarding the impact of tariffs and market volatility on risk factors, MD&A, and earnings calls, please contact your GableGotwals attorney or a member of our Corporate & Securities Group.

    Jeffrey T. Haughey
    918-595-4837
    jhaughey@gablelaw.com

    This article is provided for educational and informational purposes only and does not contain legal advice or create an attorney-client relationship. The information provided should not be taken as an indication of future legal results; any information provided should not be acted upon without consulting legal counsel.

    The post Securities Alert — The Impact of Tariffs and Market Volatility on Risk Factors, MD&A, and Earnings Calls first appeared on GableGotwals.

    ]]>     18367     Business Alert – Upcoming Filing Requirements Under the Corporate Transparency Act That May Be Applicable to Public Companies https://dev.gablelaw.com/news-articles-blogs/client-alerts/business-alert-filing-requirements-under-the-cta-applicable-to-public-companies/ Wed, 20 Nov 2024 15:59:27 +0000 https://www.gablelaw.com/?post_type=alerts&p=17869

    November 20, 2024

      In case you missed our earlier Alert on the upcoming filing requirements by certain corporate entities, including LLCs, under the Corporate Transparency Act (CTA), please see our Reference Guide. As described therein, certain corporate entities must electronically file a “beneficial ownership information report” (BOI Report) with the Financial Crimes Enforcement Network (FinCEN) by January 1, 2025 if formed prior to January 1, 2024, or within 90 days of its formation if formed during 2024, or within 30 days of its formation if formed on or after January 1, 2025.

      Is this Filing Requirement Applicable to Public Companies or Their Subsidiaries?
      Public companies are exempt from the filing requirements under the CTA. However, a public company’s subsidiaries may be required to file under the CTA under certain circumstances. Wholly owned subsidiaries of public companies are exempt from this filing requirement.

      Unfortunately, on January 12, 2024, FinCen issued FAQ L.6 providing, in part, that “[i]f an exempt entity controls some but not all of the ownership interests of the subsidiary and any of remaining interests are controlled by a non-exempt entity or individual, the subsidiary does not qualify for the subsidiary exemption. To qualify, a subsidiary’s ownership interests must be fully, 100 percent owned or controlled by one or more entities from the list of exempt entities….” On October 3, 2024, FinCen updated this FAQ to clarify that “[i]n this context, control of ownership interests means that the exempt entity or entities entirely control all of the ownership interests in the reporting company, in the same way that an exempt entity or entities must wholly own all of a subsidiary’s ownership interests for the exemption to apply.”

      This FAQ causes problems for entities with management carried interests, options or other forms of equity incentives, such as interests convertible into equity, issued to individuals in addition to joint ventures with non-exempt minority investors. This is true even if the public company owns or controls a majority economic ownership interest in the subsidiary in question. Accordingly, subsidiaries of public companies listed on exhibits to the public company’s Form 10-K that have other non-exempt owners are not exempt from the filing requirements under the CTA.

      BOI Report
      If a public company owns a subsidiary subject to this filing requirement, much of the information in the BOI Report is fairly basic and readily available, but it must provide detailed information about the entity’s Beneficial Owners (defined below), including (but not limited to) their date of birth, residential street address, taxpayer identification number and either their passport number or driver’s license number or other acceptable unique identifier (along with an image of that identification document). If any of this information changes, the entity must file an updated or amended report within 30 days of the change. Examples of changes that would trigger a duty to update a report include a new business name for the reporting company, a change in Beneficial Owners, such as a change in senior managers, directors, managers, large equity owners or any change to a Beneficial Owner’s name, address or a license or passport number, as applicable. Willful noncompliance of these reporting requirements could result in a civil fine of $500/day or criminal penalties including a fine of up to $10,000, imprisonment or both.

      Beneficial Owner
      A Beneficial Owner is an individual who, directly or indirectly, exercises “Substantial Control” over the company. Generally, an individual exercises Substantial Control if they (i) are a senior officer, director or manager or (ii) direct, determine or have substantial influence over important business decisions. Whether a particular senior officer, director or manager directly or indirectly exercises substantial control over a reporting company must be considered on a case-by-case basis. Any individual who exercises Substantial Control over the reporting company through an unaffiliated company must be reported as a Beneficial Owner of the reporting company. In addition, to Substantial Control, an individual is a Beneficial Owner if they own or control 25% or more of a company’s ownership interests. It is possible for certain trust arrangements to constitute Beneficial Ownership.

      Under a special reporting rule applicable to public companies, a reporting company may report a parent company‘s name in lieu of information about its beneficial owners if its beneficial owners only hold their ownership interest in the reporting company through the parent company and the parent company is an exempt entity.

      Company Applicant
      Companies formed on or after January 1, 2024 must also report information about Company Applicants (typically the attorney and/or paralegal who directed the formation of the company and filed the documentation with the applicable Secretary of State).

      What Should Public Companies Be Doing Now?
      Public companies should analyze whether any of its subsidiaries are subject to the filing requirements under the CTA and, if so, consider taking some or all of these actions:

      • Amend the subsidiary’s organizational documents or shareholder agreements to require Beneficial Owners to promptly update the company’s records upon a change of any of this information. If this action is taken, it makes sense to do so before filing the applicable BOI Reports, if possible.
      • Consider adding indemnification provisions in its favor in the appropriate document or policy to protect it from a Beneficial Owner who does not provide accurate, complete, and timely information initially or upon a change. Before doing so, determine whether such a provision would conflict with other existing indemnification obligations and exculpation by the reporting company of senior officers, directors or managers who are Beneficial Owners or with individuals or equity owners who are also Beneficial Owners.
      • If you need assistance in making such a filing, there are service providers, such as Capital Services, who will work with you to make such filings for a fee ($120 in the case of Capital Services).

      If you have questions regarding the filing requirements, here are some other resources for your reference:

      As indicated above, the CTA and its implementing regulations have created a number of new risks and responsibilities – we understand the difficulty in sorting through these new requirements, let alone complying with them. If you have any questions about them, or how GableGotwals may be able to help you, please let us know.

      Jeff Haughey commercial transactional, mergers and acquisitions, corporate securities, energy, oil, and gas attorney, Oklahoma Brooks Richardson commercial law, environmental and natural resources, administrative and regulatory, energy, oil, and gas litigation attorney, Oklahoma
      Jeffrey T. Haughey
      918-595-4837
      jhaughey@gablelaw.com      		 Brooks A. Richardson
      405-568-3310
      brichardson@gablelaw.com

      This article is provided for educational and informational purposes only and does not contain legal advice or create an attorney-client relationship. The information provided should not be taken as an indication of future legal results; any information provided should not be acted upon without consulting legal counsel.

      The post Business Alert – Upcoming Filing Requirements Under the Corporate Transparency Act That May Be Applicable to Public Companies first appeared on GableGotwals.

      ]]>       17869       Best Lawyers in America Names 74 GableGotwals Attorneys to its 2025 List https://dev.gablelaw.com/news-articles-blogs/press-releases/best-lawyers-in-america-names-74-gablegotwals-attorneys-to-2025-list/ Thu, 15 Aug 2024 14:18:47 +0000 https://www.gablelaw.com/?post_type=press&p=17545

      August 15, 2024 | GableGotwals is pleased to announce that 74 lawyers have been recognized in the 2025 Edition of The Best Lawyers in America, three of which were newly included, and two newly named on the “Ones to Watch” list. In addition, seven GableGotwals attorneys were named 2025 “Lawyer of the Year.”

      Best Lawyers has published their list for more than three decades. Its first international list was published in 2006, and since then has grown to provide lists in more than 75 countries. Lawyers on The Best Lawyers in America list are divided by geographic region and practice areas and are reviewed by their peers on the basis of professional expertise.

      GableGotwals would like to congratulate the following attorneys named to 2025 The Best Lawyers in America list:

      The Best Lawyers in America

      Houston
      John D. Sullivan

      Oklahoma City
      Ellen A. Adams
      Jeffrey A. Curran

      E. Talitha Ebrite

      Jake M. Krattiger

      Lance E. Leffel

      Robert G. McCampbell

      Nick V. Merkley

      J. Blake Patton

      Leo J. Portman

      Brooks Richardson

      Rob F. Robertson

      G. Blaine Schwabe III

      Leasa M. Stewart

      Amy M. Stipe

      Jay P. Walters

      Tulsa

      Steven J. Adams

      Jennifer R. Annis

      John R. Barker

      Brandon C. Bickle

      David L. Bryant

      Frank J. Catalano

      Jason B. Coutant

      John D. Dale

      Renee DeMoss

      Alicia J. Edwards

      LeAnn Drummond Ellis

      Grant Fitz

      Craig A. Fitzgerald

      Amelia A. Fogleman

      John A. Gaberino, Jr.

      Robert J. Getchell

      Jeffrey D. Hassell

      Jeffrey T. Haughey

      Steven G. Heinen

      Philip D. Hixon

      Andrew J. Hofland

      Thomas J. Hutchison

      Susan I. Jordan

      Stephen W. Lake

      Lloyd W. Landreth

      James F. Lea III

      David Limekiller

      Graydon D. Luthey, Jr.

        David B. McKinney

        Todd A. Nelson

        Richard B. Noulles

        Terry D. Ragsdale

        Paul E. Rossler

        John Henry Rule

        Stephen A. Schuller

        Deborah C. Shallcross

        Trent Shores

        Lisa T. Silvestri

        Timothy J. Sullivan, Jr.

        Sidney K. Swinson

        Chris S. Thrutchley

        Mia Vahlberg

        Tom C. Vincent II

        David G. Woodral

        Scott R. Zingerman

        Best Lawyers: Ones to Watch in America

        Oklahoma City

        Gerard D’Emilio

        Scott Kiplinger

        Ashlyn Smith

        Tim Sowecke

        Tulsa
        Emily Collins tax, estate, trusts, and probate attorney, Oklahoma

        Emily Collins

        Madeline Cook

        Adam Doverspike

        Justin A. Lollman

        Barrett L. Powers

        The post Best Lawyers in America Names 74 GableGotwals Attorneys to its 2025 List first appeared on GableGotwals.

        ]]>         17545         Advising on Two Feature-Length Films https://dev.gablelaw.com/business/advising-on-two-feature-length-films/ Fri, 15 Dec 2023 22:04:25 +0000 https://www.gablelaw.com/?post_type=business&p=17002

        Assisted with the company formation, drafting offering documents to raise capital, reviewed the U.S. and worldwide distribution agreements, and negotiated contracts with actors and crew for two feature-length films “Prodigy” and “Under The Influencer.”

        The post Advising on Two Feature-Length Films first appeared on GableGotwals.

        ]]>         17002         Jeff Haughey Advises on Two Feature-Length Films https://dev.gablelaw.com/news-articles-blogs/press-releases/jeff-haughey-advises-on-two-feature-length-films/ Mon, 11 Dec 2023 20:32:33 +0000 https://gablelaw.com/?post_type=press&p=16195

        Jeff Haughey, a member of GableGotwals’ Sports, Media, and Entertainment Practice, assisted with the company formation, drafting offering documents to raise capital, reviewed the U.S. and worldwide distribution agreements, and negotiated contracts with actors and crew for two feature-length films “Prodigy” and “Under The Influencer.”

        Jeff is an experienced transactional attorney with more than 30 years of experience.

        “Under the Influencer” will be released on December 12 and is available to stream on Amazon Prime and AppleTV.

        About the Sports, Media, and Entertainment Practice
        For more than 35 years, GableGotwals attorneys have been advising clients in the sports, media, and entertainment sectors. The team’s broad experience provides unique market insights to advise digital, media, and production companies, entertainment venues, professional and collegiate athletes, musicians, actors, filmmakers, celebrities, licensors/rights holders, investors and financiers. Click here to read more about GableGotwals’ Sports, Media, and Entertainment Practice.

        The post Jeff Haughey Advises on Two Feature-Length Films first appeared on GableGotwals.

        ]]>         16195         GableGotwals Announces its Sports, Media, and Entertainment Practice https://dev.gablelaw.com/news-articles-blogs/press-releases/gablegotwals-announces-its-sports-media-and-entertainment-practice/ Thu, 07 Dec 2023 19:55:54 +0000 https://gablelaw.com/?post_type=press&p=16184

        December 7, 2023 | For more than 35 years, GableGotwals attorneys have been advising clients in the sports, media, and entertainment sectors. The team’s unique market insights inform our advice to digital, media, and production companies, entertainment venues, professional and collegiate athletes, musicians, actors, filmmakers, celebrities, licensors/rights holders, investors, financiers, and business owners.

        Recent experience includes:

        • Representing clients in entertainment-related agreements such as SAG employment contracts for movies and television commercials and contracts for appearances in nationally-broadcast talent competitions
        • Representing a private investment fund in controlling investment in an Oklahoma-based film and television production company
        • Representation of a lender in a loan to a multi-state radio broadcasting company
        • Representing a country music entertainment website in connection with media production, promotion agreements with musicians and concert promoters, social media influencer agreements, and other general matters
        • Representing bands, artists, managers, and record labels in agreements
        • Representing athletes in various investments and ventures
        • Advising a professional athlete regarding a sports agent agreement
        • Negotiating a Name, Image, and Likeness agreement for a student athlete
        • Negotiating an endorsement and appearance agreement with a professional athlete
        • Representing clients in trademark and copyright disputes
        • Representing clients in sports trademark protection and enforcement

        “With the recent influx of film production in Oklahoma, the rising prominence of Name, Image, and Likeness’ (NIL) arrangements with collegiate and high school athletes, and our existing experience in advising clients regarding film, music and media rights, business investments, endorsements, and appearances, we decided this is a perfect time to formalize our Sports, Media and Entertainment Practice and share with the community all the interesting and exciting projects we have completed,” said Jeffrey Hassell, Shareholder at GableGotwals and Co-Chair of the Firm’s Sports, Media, and Entertainment Practice.

        As a full-service firm, GableGotwals is well poised to advise clients who desire to protect and enforce rights and claims to their creations, capitalize on their notoriety, or create value with their name, image, and likeness, and for those who help make that possible by marketing, providing capital, or hosting social media or event platforms at venues. Click here to read more about GableGotwals’ Sports, Media, and Entertainment Practice.

        The post GableGotwals Announces its Sports, Media, and Entertainment Practice first appeared on GableGotwals.

        ]]>         16184         Securities Alert – The Share Repurchase Disclosure Modernization Rule Has Been Stayed https://dev.gablelaw.com/news-articles-blogs/client-alerts/securities-alert-the-share-repurchase-disclosure-modernization-rule-has-been-stayed/ Mon, 27 Nov 2023 22:19:45 +0000 https://gablelaw.com/?post_type=alerts&p=16137

        November 27, 2023 | By: Jeffrey T. Haughey

        On October 31, 2023, the U.S. Fifth Circuit Court of Appeals (the “Fifth Circuit”) held in Chamber of Commerce of the USA v. SEC, that when the SEC adopted the Share Repurchase Disclosure Modernization rule (the “Repurchase Rule”), the “SEC acted arbitrarily and capriciously, in violation of the APA, when it failed to respond to the petitioners’ comments and failed to conduct a proper costbenefit analysis.” The Repurchase Rule (effective July 31, 2023) would have called for detailed share repurchase disclosures by issuers in upcoming annual reports on Form 10-K. On November 22, 2023, the SEC issued an order postponing the effective date of the Repurchase Rule pending further action by the SEC and petitioned the Fifth Circuit Court for an extension of time to correct the defects in the Repurchase Rule. On November 26, 2023, the Fifth Circuit refused to grant the SEC’s requested extension. Presumably, the SEC will repropose the Repurchase Rule, but if it is readopted, we do not expect that it would be effective for the upcoming 10-K filings related to fiscal 2023.

        While the result of this flurry of activity is a pause on the requirement to disclose Rule 10b5-1 plans that issuers adopt to repurchase their own shares, companies will still be required to disclose Rule 10b5-1 plans adopted by directors and Section 16 officers. We expect that the quarterly disclosures regarding insider Rule 10b5-1 plans could have an adverse effect on stock prices, even when the shares are to be dribbled out over a long period of time.

        Click here to view our previous Alert on the adoption of the Repurchase Rule.

        For questions regarding the status of the Repurchase Rule, please contact your GableGotwals attorney or a member of our Corporate & Securities Group.

        Jeffrey T. Haughey

        918-595-4837

        jhaughey@gablelaw.com

        This article is provided for educational and informational purposes only and does not contain legal advice or create an attorney-client relationship. The information provided should not be taken as an indication of future legal results; any information provided should not be acted upon without consulting legal counsel.

        The post Securities Alert – The Share Repurchase Disclosure Modernization Rule Has Been Stayed first appeared on GableGotwals.

        ]]>         16137         Securities Alert – New Disclosure in Upcoming SEC Filings https://dev.gablelaw.com/news-articles-blogs/client-alerts/securities-alert-new-disclosure-in-upcoming-sec-filings/ Tue, 14 Nov 2023 18:59:26 +0000 https://gablelaw.com/?post_type=alerts&p=16097

        November 14, 2023 | By: Jeffrey Haughey

        The SEC has adopted a number of substantive new rules that will require new disclosures as soon as December 18, 2023 for material cybersecurity incidents on Form 8-K. The following is an abbreviated list of these new requirements and a summary of the actions companies should take to stay abreast of these new rules.

        Clawback Policy by December 1, 2023:

        • Companies listed on the NYSE or Nasdaq must adopt an NYSE/Nasdaq-compliant clawback policy by December 1, 2023. Note: NYSE-listed companies must confirm their adoption of a compliant clawback policy or their reliance on an applicable exemption through their NYSE Listing Manager accounts by December 31, 2023.

        Form 8-K Current Reports beginning December 18, 2023

        • Cybersecurity Incidents: Disclose material cybersecurity incidents within four business days after determining (without unreasonable delay) that such incident is material. (New Item 1.05 of Form 8-K)

        Form 10-K for the year ended December 31, 2023

        • Clawback Policies:
          • Check boxes on the cover page to confirm whether the previously issued financial statements in the filing include an error correction and whether a compensation recovery analysis was triggered during the fiscal year.
          • Disclose actions taken to recover erroneously awarded incentive compensation pursuant to mandatory incentive-based compensation recovery policies. (New Item 402(w) of Reg S-K) Note: This may be incorporated in the company’s proxy statement filed within 120 days of the end of its fiscal year.
          • File the clawback policy as Exhibit 97. (New Item 601(b)(97) of Reg. S-K)
          • Click here to review a previous Alert on clawback rules.
        • Cybersecurity: Annual disclosure of (1) cybersecurity risk management, strategy, and governance, (2) Board oversight, and (3) management’s role. (New Item 106 of Reg. S-K). Click here to read a previous Alert on Public Company Cybersecurity Disclosure Requirements.
        • Director and Officer (Non)Rule 10b5-1 Plan Disclosures: Quarterly disclosure of the adoption, modification or termination of Rule 10b5-1 and non-Rule 10b5-1 trading arrangements, including their material terms (other than price), of directors and Section 16 officers. Note: The expiration or completion of such an arrangement need not be reported. (New Item 408(a) of Reg. S-K) Click here to view the fact sheet on 10b5-1 Plan Disclosures.
        • Company Rule 10b5-1 Plan Disclosure: Quarterly disclosure of the company’s adoption, modification or termination of any Rule 10b5-1 trading arrangement, including the material terms of the arrangement (other than price). (Item 408(d) of Reg. S-K).
        • Company Share Repurchases: Quarterly share repurchase disclosure of such programs and practices, including a new Exhibit 26 with tabular disclosure of the company’s repurchase activity for the period aggregated on a daily basis that includes a check box for trading by directors and officers within four business days before or after the announcement of an issuer plan or program, including increases in existing plans. (Items 601(b)(26) and 703 of Reg. S-K) Note: On October 31, 2023, a panel of the Fifth Circuit held that the SEC acted arbitrarily and capriciously in adopting this final rule, in violation of the Administrative Procedure Act, which would vacate the entire rule. However, the SEC has 30 days to fix the defects in the rule and substantiate its decision to adopt it. We will have to wait and see whether this rule will be restored or if it will need to be reproposed for adoption at a later time. Click here to read a previous Alert on Buyback Disclosure Rules.

        2024 Proxy Statement

        • The disclosure in Form 10-K related to actions taken to recover erroneously awarded incentive compensation may be incorporated by reference from a proxy statement filed within 120 days of the end of the fiscal year in question. (New Item 402(w) of Reg. S-K)

        Form 10-K for the year ended December 31, 2024

        • Insider Trading Policy:
          • Disclose insider trading policies and procedures that are reasonably designed to promote compliance with insider trading laws and applicable exchange listing standards. (New Item 408(b) of Reg. S-K)
          • Disclose policies and procedures regarding the timing of awards of options (and similar instruments) granted close in time to the release of material non-public information (MNPI) and tabular disclosure of options awarded to NEOs beginning four business days before the filing of Forms 10-Q or 10-K, or a Form 8-K disclosing MNPI (i.e. an earnings release) and ending one business day after such filing. (New Item 402(x) Note: This may be incorporated in the company’s proxy statement filed within 120 days of the end of its fiscal year.
          • File insider trading policy as Exhibit 19. (Amended Item 601(b)(19) of Reg. S-K). Click here to view the fact sheet on disclosure of insider trading policies.

        2025 Proxy Statement

        • Insider Trading Policy:
          • Stock options granted close in time to the release of MNPI that is required in Form 10-K may be incorporated by reference from a proxy statement filed within 120 days of the end of the fiscal year. (New Item 402(x) of Reg. S-K)

        Actions Companies Could Take in Preparation of the Upcoming 10-K and Proxy Season

        • Clawback Policy: Be sure to amend or adopt a clawback policy the meets the applicable exchange listing standard by December 1, 2023.
        • Cybersecurity:
          • Review Board, Committee and management responsibilities, including the experience of the Chief Information Security Officer (CISO).
          • Consider adequacy of the methods of assessing, identifying, and managing these threats.
          • Provide training to the internal cybersecurity disclosure team on the timing and scope of the new cybersecurity disclosure rules.
        • (Non)Rule 10b5-1 Trading Arrangements and Insider Trading:
          • Develop tracking mechanisms to identify the adoption, modification, and termination of such plans.
          • Review insider trading policies and procedures.
          • Revise or adopt policies regarding timing of stock options and SARs and policies regarding gifts.
        • XBRL: Many of the new disclosures will require them to be in XBRL. Companies should coordinate with their EDGAR providers to ensure that the applicable disclosures are formatted correctly.
        • Internal Controls and Procedures, Policies, Charters, Tracking Mechanisms, and Risk Factors: Review all of these in connection with each of these new disclosure topics (Clawback Policies, Cybersecurity, (Non)Rule 10b5-1 trading arrangements and insider trading policies, and share repurchase plans and programs).
        • Board Diversity and Composition (Nasdaq Companies in particular): Nasdaq companies listed on its Global Select Market and Global Market must currently have at least one director (two by December 23, 2025), including at least one who self-identifies as a female and one who self-identifies as an Underrepresented Minority or as LBGTQ+ (as defined in Nasdaq Rule 5605(f)), and to annually disclose directors’ self-identified gender, race, and ethnicity in a standard Board Diversity Matrix.
        • Pay vs. Performance: Now that this will be the second year of this disclosure, companies should review their peer disclosures to identify any emerging market practices.
        • Section 16 Executive Officer Determinations: Given new requirements such as the potential clawback of incentive-based compensation in the event of an accounting restatement and new cooling off periods for Rule 10b5-1 plans, companies may wish to re-examine who constitutes an executive officer for purposes of Section 16 of the Exchange Act.
        • D&O Questionnaires: Many of the new disclosures will require changes to D&O Questionnaires that are used to gather the appropriate information Some information will need to be confirmed on a quarterly basis. In addition to whether directors self-identify various diversity characteristics, they should also consent to the disclosure of such characteristics. The experience of management, including the Chief Information Security Officer, should be confirmed as it relates to cybersecurity Now that universal proxies may be used in election contests, the consent of directors to be named as a nominee should be broad enough to include the proxy card of a dissident, not just the company.
        • Officer Exculpation: Many Delaware companies were successful last year in proposing amendments authorizing officer exculpation provisions similar to existing director exculpation provisions. As a result, more companies may choose to propose officer exculpation if their state of incorporation permits it.
        • Time to Vote at Annual Meetings: Companies should provide clear and reasonable procedures for the opening and closing of the polls. Some suggest that a best practice is to give shareholders up to 10 minutes to vote or change their vote during the meeting once the polls are opened.

        For questions regarding these new disclosures and rules, please contact your GableGotwals attorney or a member of our Corporate & Securities Group.

        Jeffrey T. Haughey
        918-595-4837

        jhaughey@gablelaw.com

        This article is provided for educational and informational purposes only and does not contain legal advice or create an attorney-client relationship. The information provided should not be taken as an indication of future legal results; any information provided should not be acted upon without consulting legal counsel.

        The post Securities Alert – New Disclosure in Upcoming SEC Filings first appeared on GableGotwals.

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