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14 Nov 2020, 7:28 am
We write to explain why we voted against the Commission’s settled action in the matter of Andeavor LLC. [1] A majority of the Commission found that Andeavor violated Exchange Act Section 13(b)(2)(B), which requires reporting companies to devise and maintain a system of “internal accounting controls,” when Andeavor repurchased its stock from shareholders after its legal department concluded that it did not possess material nonpublic information… [read post]
15 Oct 2020, 3:09 pm by Astarita
The Securities and Exchange Commission today announced settled charges against Andeavor LLC for controls violations relating to a stock buyback plan it implemented while it was in discussions to be acquired by Marathon Petroleum Corp. [read post]
16 Nov 2020, 6:23 am by John Jascob
Nelson, J.D.SEC Commissioners Hester Peirce and Elad Roisman issued a public statement dissenting from the Commission’s imposition of a $20 million penalty on Andeavor LLC for failing to have adequate internal accounting controls that would reasonably assure compliance with the company’s share buyback policy. [read post]
13 Nov 2020, 8:14 am
This matter involves Andeavor’s failure to devise and maintain a system of int... [read post]
20 Nov 2020, 3:00 am by John Jenkins
Over on TheCorporateCounsel.net, I recently blogged about the SEC’s enforcement action against Andeavor LLC, which arose out of the company’s implementation of a stock buyback at a time when was about to resume negotiations with a potential buyer. [read post]
19 Oct 2020, 3:00 am by John Jenkins
  The SEC announced a settled enforcement proceeding against Andeavor LLC arising out of alleged internal controls violations that resulted in the company engaging in a stock buyback while it was engaged in preliminary merger negotiations with a potential buyer. [read post]
11 Jan 2019, 2:30 pm by ccollins
(ENB) has consolidated its acquisition of master limited partnership (MLP) operations in Texas by approving the acquisition of all outstanding Enbridge Energy Partners LP (EEP) public Class A common units, as well as all outstanding Enbridge Energy Management LLC (EEQ) public listed shares. [read post]
12 Mar 2024, 3:15 am by John Jenkins
The blog points to the SEC’s 2023 enforcement action against Charter Communications and its 2020 enforcement action against Andeavor LLC targeting alleged internal control shortcomings with respect to buyback programs. [read post]
8 Oct 2019, 4:51 am by John Jascob
Andeavor Corporation (19-33), which asked whether the determination under § 1514A(a) as to whether an employee’s belief was objectively reasonable should be made by the trier of fact, or by the court. [read post]
27 Nov 2023, 9:01 pm by renholding
” Takeaways The Charter proceeding follows a similar 2020 SEC settlement with Andeavor LLC that used Section 13(b)(2)(B) to charge an accounting controls violation in connection with a corporate buyback. [read post]
9 Nov 2020, 3:00 am by John Jenkins
Stock Buybacks: Guidance for Your Repurchase Program The SEC’s recent enforcement action against Andeavor LLC arising out of internal control lapses relating to the company’s stock repurchase plan has caused many companies to take a hard look at the mechanics of their own plans. [read post]
20 Nov 2020, 6:00 am
Mangino, Fried, Frank, Harris, Shriver & Jacobson LLP, on Saturday, November 14, 2020 Tags: Boards of Directors, Conflicts of interest, Corporate fraud, Corwin, Delaware cases, Delaware law, Disclosure, Fiduciary duties, Liquidity, Management, Merger litigation, Mergers & acquisitions, Private equity, Securities litigation, Shareholder suits Statement of Commissioners Peirce and Roisman on Andeavor… [read post]