Bentonville Startup Attorneys & Lawyers

If your company sells securities, you have a duty to keep investors informed. Often, this is done through your quarterly and annual reports. Other events may need to be reported on Form 8-K.

What Is Form 8-K?

The form's official title is "Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934." It is used to report material events affecting a company subject to SEC oversight.

An event is material when it could affect a reasonable shareholder's investment decision. This includes:

Acquisition of or by another company.

Bankruptcy.

Corporate restructuring.

Changes to the board of directors.

Changing the fiscal year.

...

Key Takeaways

• A poison pill is a shareholder rights plan designed to deter hostile takeovers by making acquisitions more expensive or unattractive.
• Variations include flip-in, flip-over, call plans, and alternatives such as poison puts, preferred stock plans, and golden handcuffs.
• While poison pills can protect companies, they may also dilute shareholder value and harm investor confidence.
• Courts, especially in Delaware, have shaped poison pill legality, with landmark cases affirming or restricting their use.
• Today, poison pills are less common among l

...

Key Takeaways

• The number of shares a company issues is influenced by factors such as business structure, capital requirements, investor expectations, and future financing needs.
• Public companies disclose their outstanding shares through balance sheets, annual reports, and investor relations sections on their websites. Private companies may require direct inquiry to determine this information.
• Companies can issue various classes of shares, each offering different rights, privileges, and levels of voting power.
• Understanding a com

...