Our U.S. Securities and Exchange Commission (SEC) filing deadline calendars for 2024 have been posted on our Resources page. These calendars reflect annual and quarterly filing deadlines for large accelerated filers, accelerated filers, and non-accelerated filers with a December 31 fiscal year-end.Continue Reading SEC Filing Deadline Calendars for 2024

Wilson Sonsini is pleased to offer MCLE Day, a full day of professional education sessions covering a wide range of topics, including the required MCLE categories for most jurisdictions. MCLE Day will be held on Thursday, December 14, 2023, at the Sheraton Palo Alto in Palo Alto, California (details below), and will also be available virtually. Register for this event here.Continue Reading Event Alert: Wilson Sonsini’s MCLE Day, Thursday, December 14, 2023

On November 16, 2023, Glass Lewis & Co. (Glass Lewis) released its 2024 U.S. Benchmark Policy Guidelines (U.S. Guidelines), effective for shareholder meetings on or after January 1, 2024. The U.S. Guidelines include several key updates, which are summarized below. In addition, Glass Lewis released its 2024 Shareholder Proposals &…

Continue Reading Glass Lewis Issues 2024 Updates to Benchmark Policy Guidelines

On November 22, 2023, the U.S. Securities and Exchange Commission (SEC) announced that it issued an order postponing the effective date of the share repurchase disclosure rule (Repurchase Rule).[1] The Repurchase Rule was discussed in our previous client alert. As a result of the SEC’s order, the Repurchase…

Continue Reading SEC Stays Share Repurchase Disclosure Rule

On November 14, 2023, the U.S. Securities and Exchange Commission (SEC), with two Commissioners dissenting, announced settled charges against Charter Communications Inc. (Charter) for violating internal accounting controls requirements relating to its share repurchase programs. Charter will pay a $25 million penalty to settle the SEC’s claims.Continue Reading Charter Communications Fined $25 Million for Violating Stock Buyback Related Internal Accounting Controls Requirements

On November 6, 2023, Institutional Shareholder Services, Inc. (ISS) announced the scheduled November 20 opening of its peer group submission window for U.S. and Canadian companies with annual meetings slated to be held between January 15, 2024, and September 30, 2024, and for European companies with meetings anticipated to be…

Continue Reading ISS Peer Group Submission Window Opens November 20; Glass Lewis Peer Group Submission Window Already Open

This post discusses three recent updates to Nasdaq listing rules including relating to 1) reverse stock splits, 2) board diversity, and 3) code of conduct waivers.

Reverse stock splits. On November 1, 2023, the U.S. Securities and Exchange Commission (SEC) published an order approving Nasdaq’s proposed rule change relating to notification and disclosure of reverse stock splits. Under the new listing rules, a Nasdaq-listed company conducting a reverse stock split will be required to:Continue Reading Recent Updates to Nasdaq Listing Rules

In an opinion issued on October 31, 2023, a three-judge panel of the United States Court of Appeals for the Fifth Circuit found that the U.S. Securities and Exchange Commission (SEC) acted “arbitrarily and capriciously” in adopting the share repurchase disclosure rules[1] and, as a result, remanded (rather than vacated) the rules and directed “the SEC to correct the defects in the rule within 30 days” of the opinion (or, November 30, 2023).[2]Continue Reading Share Repurchase Rules: Fifth Circuit Directs SEC to Correct Defects 

Join Wilson Sonsini for its 2023 Public Company General Counsel Webinar Series. Throughout November, Wilson Sonsini will host three virtual sessions on new SEC governance and disclosure requirements, including clawback policies, cybersecurity governance and disclosure, and share repurchase disclosure. To attend any of the three sessions, please register here.…

Continue Reading Webinar Series Alert | Navigating New SEC Rules: November 1, 15, 29

Our recent Client Alert discusses three bills, which California Governor Gavin Newsom recently signed, that will require companies and investors to provide new disclosure. The first bill, entitled the Climate Corporate Data Accountability Act, will require companies that do business in California with revenue over $1 billion to annually…

Continue Reading California Governor Gavin Newsom Signs ESG Disclosure Bills