In August 2021, the U.S. Securities and Exchange Commission (SEC) approved new board diversity listing standards for companies listed on The Nasdaq Stock Market LLC (Nasdaq). As part of these new listing standards, Nasdaq Rule 5606 now requires listed companies to annually disclose aggregated statistical information about the board’s self-identified
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Silicon Valley Bank Developments
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Wilson Sonsini is closely monitoring the fast-moving developments related to the recent closure of Silicon Valley Bank (SVB), including the press release issued on March 13, 2023, by the Federal Deposit Insurance Corporation (FDIC), FDIC Acts to Protect All Depositors of the former Silicon Valley Bank, Santa Clara, California.
Continue Reading Silicon Valley Bank DevelopmentsRule 10b5-1 Amendments Spare Issuer Accelerated Share Repurchases (ASRs)
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Our timely client alert discusses the impact (or lack thereof) of impending amendments to Rule 10b5-1 on issuer structured share buy-back arrangements, such as accelerated share repurchases (ASRs). Final Rule 10b5-1 amendments, discussed comprehensively in our previous client alert, become effective on February 27, 2023. Stay tuned for further…
Continue Reading Rule 10b5-1 Amendments Spare Issuer Accelerated Share Repurchases (ASRs)NYSE and Nasdaq Propose Clawback-Related Listing Standards
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On February 22, 2023, the New York Stock Exchange (NYSE) and Nasdaq filed proposed rule changes with the U.S. Securities and Exchange Commission (SEC) to adopt listing standards related to the recovery of erroneously awarded executive compensation. These proposed listing standards, which are subject to approval by the SEC, largely follow the requirements outlined in Rule 10D-1 under the Securities Exchange Act of 1934, adopted by the SEC last October. For a detailed discussion of Rule 10D-1, please see our Client Alert. In addition, the NYSE proposal is available here, and the Nasdaq proposal is available here.…
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Event Alert: Navigating the Narrow and Choppy Sea–ESG in 2023, Wednesday, March 1
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Join Wilson Sonsini and the NYU Law Institute for Corporate Governance and Finance for a conference on environmental, social, and corporate governance.
Wednesday, March 1, 2023
Registration/Breakfast: 8:00 a.m. – 8:30 a.m. PT
Program: 8:30 a.m. – 2:00 p.m. PT…
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SEC Extends Form 144 Filing Hours
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On February 21, 2023, the Securities and Exchange Commission (SEC) adopted amendments to Regulation S-T extending the filing deadline for Form 144 from 5:30 p.m. ET to 10:00 p.m. ET.[1] These amendments will be effective on March 20, 2023, just in time to provide some flexibility for affected filers who will soon be required to file their Forms 144 electronically on EDGAR.…
California Removes Board Diversity Questions from Corporate Disclosure Statement Form
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The California Secretary of State recently revised its Corporate Disclosure Statement (Form SI-PT) in response to the final judgments filed last year enjoining and prohibiting any expenditure of state funds on California’s board diversity laws. The Corporate Disclosure Statement, which is required to be filed annually by publicly traded corporations incorporated or qualified to do business in California within 150 days after fiscal year-end, has been revised to no longer include the board diversity questions. The California Secretary of State has also provided an update on its website noting that it “is not currently collecting data” on board diversity, and that the Corporate Disclosure Statement “has been revised to remove the four data fields which collected such data.”…
Snapshot: Earnings Release and Periodic Report Timing
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We reviewed four quarters of filings for 30 public companies in the Lonergan Silicon Valley 1501 to see what days they were publishing their earnings releases and filing periodic reports, and how many days typically elapsed between when they publish their earnings releases and file their corresponding periodic reports.…
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Corp Fin Issues Pay Versus Performance CDIs
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On February 10, 2023, the SEC’s Division of Corporation Finance (Corp Fin) issued 15 compliance and disclosure interpretations (CDIs), Questions 128D.01 through 128D.13, and Section 228D – CDIs 228D.01 and 228D.02. The CDIs are wide ranging and include, among other things, confirmation that pay versus performance disclosure is not required to be included in a Form 10-K, guidance relating to equity awards granted to a first-time named executive officer (NEO) in a year prior to (and not otherwise related to) their appointment as a NEO, clarification as to which of the periods presented should include footnote disclosure of the amounts deducted and added to compensation actually paid, and confirmation that a company may use its Compensation Discussion and Analysis (CD&A) peer group, assuming this peer group is actually used by the company in determining executive pay, even if this peer group is not used for “benchmarking” as this term is explained in CDI 118.05.…
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Preparing for the 2023 Proxy Season
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Posted in Activism, Corporate Governance, ESG, Governance Policies, Proxy, SEC Reporting, Securities Laws
Our recent Client Alert discusses applicable rule changes, guidance, and disclosure considerations for the 2023 proxy season for public companies, as well as reminders for what is on the horizon for public company governance and disclosure. Our annual client alert covers the following topics:…