In 2020, we published our inaugural Risk Factor Trends Report, which summarized the risk factor disclosure practices of the Lonergan Silicon Valley 150 (SV150) prior to the amendments to Item 105, Risk factors, of Regulation S-K (Item 105).[1] In 2021, we published the second edition of our
Continue Reading Snapshot: Risk Factor Trends—Part 1Corp Fin Issues Three New CDIs on Rule 10b5-1 Amendments and Related Disclosure Requirements
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On May 25, 2023, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) issued three new Compliance and Disclosure Interpretations (CDIs) relating to Rule 10b5-1 and related disclosure requirements. The first two CDIs provide clarification on the transition timing for compliance with the new quarterly and annual…
Continue Reading Corp Fin Issues Three New CDIs on Rule 10b5-1 Amendments and Related Disclosure RequirementsEvent Alert: 28th Annual Stanford Directors’ College
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Wilson Sonsini is proud to support the 28th Annual Stanford Directors’ College, which will take place from Monday, June 26, to Wednesday, June, 28, 2023, at Stanford Law School. This conference is the nation’s premier executive education program for directors and C-level executives of publicly traded firms. The program…
Continue Reading Event Alert: 28th Annual Stanford Directors’ CollegeSnapshot: Earnings Date Announcements and Earnings Release Form 8-K Practices
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We reviewed four quarters of press releases announcing upcoming earning release dates, as well as the subsequent earnings release Form 8-Ks, for 30 public companies in the Lonergan Silicon Valley 150[1] to determine how long in advance they were announcing their upcoming earnings release date, the timing of their…
Continue Reading Snapshot: Earnings Date Announcements and Earnings Release Form 8-K PracticesSEC Adopts Share Repurchase Disclosure Rules
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On May 3, 2023, the U.S. Securities and Exchange Commission (SEC) adopted final share repurchase disclosure rules “to modernize and improve disclosure about repurchases of an issuer’s equity securities that are registered under the Securities Exchange Act of 1934.” In a significant shift from the proposed rules, the final…
Continue Reading SEC Adopts Share Repurchase Disclosure RulesSEC Reopens Comment Period for Proposed Amendments to Beneficial Ownership Reporting Rules
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On April 28, 2023, the U.S. Securities and Exchange Commission (SEC) reopened the comment period for its rulemaking proposal, Modernization of Beneficial Ownership Reporting, through the later of 30 days after the reopening release is published in the Federal Register or June 27, 2023.
The SEC reopened the comment…
Continue Reading SEC Reopens Comment Period for Proposed Amendments to Beneficial Ownership Reporting RulesReminder: Tracking Rule 10b5-1 Plans and Disclosure Timing
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In December 2022, the U.S. Securities and Exchange Commission (SEC) adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act). These amendments added new conditions to the availability of the affirmative defense under Exchange Act Rule 10b5-1(c)(1) and became effective for Rule 10b5-1 plans entered into…
Continue Reading Reminder: Tracking Rule 10b5-1 Plans and Disclosure TimingShare Repurchase Disclosure Rules on SEC Agenda for May 3
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On April 26, 2023, the U.S. Securities and Exchange Commission (SEC) published a notice of an open meeting to be held next Wednesday, May 3, 2023, to consider whether to adopt rules requiring additional disclosures relating to issuers’ equity share repurchases.
The SEC proposed the share repurchase disclosure rules back…
Continue Reading Share Repurchase Disclosure Rules on SEC Agenda for May 3SEC Extends Time for Review of NYSE and Nasdaq Clawback-Related Listing Standards
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On April 24, 2023, the U.S. Securities and Exchange Commission (SEC) extended the time period for its review and approval of the clawback-related listing standards from April 27, 2023 to June 11, 2023 (here and here).
As discussed in our previous blog post, Rule 10D-1 of the…
Continue Reading SEC Extends Time for Review of NYSE and Nasdaq Clawback-Related Listing StandardsS&P Dow Jones Indices Opens Door for Multi-Class Share Companies
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On April 17, 2023, S&P Dow Jones Indices (S&P DJI) announced a major change to its inclusion criteria. Effective immediately, all companies with multi-class share structures will be eligible for inclusion in the S&P 1500 Composite and its component indices, which include the S&P 500, S&P MidCap 400, and S&P…
Continue Reading S&P Dow Jones Indices Opens Door for Multi-Class Share Companies