On August 25, 2023, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) issued five new Compliance and Disclosure Interpretations (CDIs) relating to Rule 10b5-1 trading arrangements. Three of the CDIs provide clarification on the recent amendments to Rule 10b5-1, and the other two CDIs relate to the new quarterly disclosure requirements for Rule 10b5-1 plans. The full text of the CDIs is set forth in the Appendix below.
Continue Reading Corp Fin Issues New CDIs on Rule 10b5-1 Plans and Related DisclosuresWilson Sonsini
SEC Announces Increase in Registration Fee Rates Effective October 1, 2023
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On August 25, 2023, the U.S. Securities and Exchange Commission (SEC) announced an increase in the fees that public companies and other issuers will be required to pay to register their securities, from $110.20 per million dollars to $147.60 per million dollars. This new fee rate will be effective October…
Continue Reading SEC Announces Increase in Registration Fee Rates Effective October 1, 2023Lessons from the 2023 Proxy Season: Advance Notice Bylaws and Officer Exculpation
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Our recent Client Alert takes a fresh look at bylaw and charter amendments at the Silicon Valley 150 during the 2023 proxy season to better understand how companies are addressing new Rule 14a-19, which mandates the use of a universal proxy card in contested elections, as well as the recent…
Continue Reading Lessons from the 2023 Proxy Season: Advance Notice Bylaws and Officer ExculpationWebinar Alert | College for Clients: Employee Equity Fundamentals – Public Companies, August 24, 2023
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Date and Time:
- Thursday, August 24, 2023
- 9:00 – 10:30 a.m. PT
Presenters:
Register here.
Continue Reading Webinar Alert | College for Clients: Employee Equity Fundamentals – Public Companies, August 24, 2023Women Governance Trailblazers | Amy Simmerman
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Partner and Editorial Board member Amy Simmerman recently joined Courtney Kamlet and Liz Dunshee on the Women Governance Trailblazers podcast. Amy provided insights on a broad range of governance topics including, among others, considerations for boards as they navigate both the rise in stakeholder capitalism as well as environmental, social…
Continue Reading Women Governance Trailblazers | Amy SimmermanSEC Adopts Cybersecurity Disclosure Rules
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On July 26, 2023, the U.S. Securities and Exchange Commission (SEC) announced that it adopted final rules requiring disclosure by public companies of material cybersecurity incidents in a Current Report on Form 8-K, and of material information regarding their cybersecurity risk management, strategy, and governance in an Annual Report on…
Continue Reading SEC Adopts Cybersecurity Disclosure RulesOfficer Exculpation and the Silicon Valley 150
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Effective August 1, 2022, Section 102(b)(7) of the Delaware General Corporation Law (DGCL) was amended to permit a Delaware corporation to include in its charter a provision eliminating or limiting the personal liability of certain officers for direct claims for breaches of their fiduciary duty of care. While this amendment…
Continue Reading Officer Exculpation and the Silicon Valley 150SEC Announces Open Meeting to Consider Cybersecurity Rules
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On July 19, 2023, the U.S. Securities and Exchange Commission (SEC) announced that it will hold an open meeting on Wednesday, July 26, 2023, to consider whether to adopt rules to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incidents by public companies that are subject to…
Continue Reading SEC Announces Open Meeting to Consider Cybersecurity RulesPreparing for the SEC’s Cybersecurity Disclosure Rules
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The U.S. Securities and Exchange Commission’s (SEC) 2023 Spring Unified Agenda of Regulatory and Deregulatory Actions was released last month and includes an anticipated action date for finalizing rules for cybersecurity disclosure by public companies by October 2023. Our recent Client Alert, published by our Privacy and Cybersecurity practice…
Continue Reading Preparing for the SEC’s Cybersecurity Disclosure RulesDisney Prevails in Records Request Relating to Board’s Obligations in DeSantis Dispute
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Our recent Client Alert discusses the June 27 decision issued by Vice Chancellor Lori Will of the Delaware Court of Chancery addressing the obligations of the board of directors of The Walt Disney Company (Disney) in overseeing Disney’s response to Governor Ron DeSantis and the “Don’t Say Gay” bill, or…
Continue Reading Disney Prevails in Records Request Relating to Board’s Obligations in DeSantis Dispute