This recent post on the Harvard Law School Forum on Corporate Governance submitted by Wilson Sonsini discusses that the 2024 proxy season, the second year with universal proxy cards, has produced incremental evidence of the effect that universal proxy has had on proxy fights and on advance notice bylaws with

Continue Reading Developments with Universal Proxy Cards and Advance Notice Bylaws

On May 21, 2024, Erik Gerding, the Director of the Division of Corporation Finance at the U.S. Securities and Exchange Commission (SEC), released a statement (statement) on the disclosure of cybersecurity incidents. This statement relates to disclosures made under new Item 1.05 of Form 8-K, which was adopted by the SEC in July 2023,[1] and requires companies to disclose information relating to material cybersecurity incidents within four business days of determining that the incident is material. For more information on the cybersecurity rules, please see our previous Client Alert.Continue Reading Corp Fin Issues Guidance on Disclosure of Cybersecurity Incidents

In December 2022, the U.S. Securities and Exchange Commission (SEC) adopted final rules relating to insider trading arrangements and related disclosures. Among other things, the final rules require new issuer disclosures relating to Rule 10b5-1 trading plans, insider trading policies and procedures, option grant policies and procedures, and certain option

Continue Reading REMINDER: New Insider Trading and Option Grant Disclosures for March 31 FYE Companies

Our recent Client Alert discusses the Federal Trade Commission’s approval of a final rule that prevents all for-profit employers nationwide from using non-compete agreements for any worker, regardless of whether they are designed to protect legitimate business interests of employers. The final rule may have a sweeping impact on businesses

Continue Reading FTC Issues Sweeping Non-Compete Ban

Our recent Client Advisory addresses the conversation that has emerged over the past several months as to whether Delaware should remain the favored state of incorporation for business entities. Specifically, it discusses various factors that entrepreneurs, investors, and companies should consider when weighing whether to remain in Delaware or to

Continue Reading Delaware’s Status as the Favored Corporate Home: Reflections and Considerations

Our recent Client Advisory provides a comparison tool to assist companies in determining whether they fall within the scope of the SEC’s final climate disclosure rules (currently stayed pending review of legal challenges), the California climate disclosure laws (Senate Bills 253 and 261 and Assembly Bill 1305), and the European

Continue Reading SEC, California, and CSRD Climate Disclosure Requirements Comparison Tool

Our recent Client Alert discusses the long-awaited proposed regulations under Section 4051 relating to the one percent stock buyback excise tax, which were issued by the U.S. Department of Treasury and the Internal Revenue Service on April 9, 2024. The excise tax was enacted as part of the “Inflation Reduction Act” and originally signed into law on August 16, 2022. The excise tax generally applies to stock repurchases and “economically similar” transactions undertaken by publicly traded U.S. corporations and certain foreign corporations on or after January 1, 2023. The newly published proposed regulations may generally be relied upon by taxpayers until the regulations are finalized. The proposed regulations address a variety of matters relating to M&A and restructuring transactions, capital markets transactions, and compensatory transactions such as net share settlements and “sell to cover” transactions.

Continue Reading Treasury and the IRS Issue Proposed Regulations Regarding the Stock Buyback Excise Tax

Our recent Client Alert provides an overview of significant Delaware law developments of late.  The alert describes the Delaware Supreme Court’s ruling addressing controlling stockholder conflicts of interest in In re Match Group, Inc. Derivative Litigation, which will prove consequential in many transactions involving companies with large stockholders. In

Continue Reading Recent Delaware Law Developments and Proposed Legislative Responses

Our recent Client Alert discusses that on April 4, 2024, the U.S. Securities and Exchange Commission (SEC) published an order staying the final climate-related disclosure rules[1] pending completion of judicial review of the consolidated legal challenges in the U.S. Court of Appeals for the Eighth Circuit. Notwithstanding the stay

Continue Reading SEC Pauses Climate-Related Disclosure Rules Amid Legal Challenges

On March 6, 2024, the U.S. Securities and Exchange Commission (SEC) voted to adopt final rules requiring disclosure of climate-related information in registration statements and annual reports, by both domestic registrants and foreign private issuers. The final rules are comprehensive, detailed, and intended to encourage consistent comparable, and reliable disclosure of climate-related information.Continue Reading Webinar Recording Now Available | The SEC’s Climate-Related Disclosure Rules