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 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

Our recent Client Alert discusses a February 23, 2024, decision issued by Vice Chancellor J. Travis Laster of the Delaware Court of Chancery concluding that some provisions of a stockholder agreement purporting to give a large stockholder various governance rights—here, in the public company and investment bank Moelis—violated the Delaware statute by infringing upon the authority of the board of directors and were therefore invalid. Reviewing Delaware case law on board authority dating back to the early twentieth century, the court determined that the offending provisions—set forth in a stockholder agreement and not in the certificate of incorporation—operated as an improper constraint on board authority in violation of Section 141(a) of the Delaware General Corporation Law and interfered with the board’s authority to use its best judgment on management matters and policy. At the same time, the court concluded that some of the rights in question—particularly, the requirement to nominate the founder’s nominees for election and to use reasonable efforts for such nominees to be elected and to continue to serve as directors—were not facially invalid because they could operate legitimately under Delaware law. In particular, the court noted that stockholders have a fundamental right to nominate directors and that the corporation could appropriately take efforts, such as including the nominees in its proxy materials and on its proxy card, to cause the founder’s nominees to be elected and to serve on the board. Continue Reading Delaware Court of Chancery Addresses Validity of Stockholder Agreement-Based Restrictions over Corporate Governance Matters

Our recent Client Alert discusses the SEC’s approval of the NYSE’s proposed rule change narrowing the circumstances under which a listed company must obtain shareholder approval for a sale of securities to holders of five percent or more of either the common stock or voting power of the company. The

Continue Reading NYSE Relaxes Shareholder Approval Requirements for Equity Sales to Substantial Security Holders

We are pleased to share our 2023 Silicon Valley 150 Corporate Governance Report, which reviews the corporate governance practices and disclosures of the Valley’s largest public companies. The report includes information regarding board matters, officer matters, defensive measures, proxy statement disclosures, environmental, social, and governance (ESG) and sustainability reporting, stockholder proposals, activism, and executive compensation of the SV150 companies.

Continue Reading 2023 Silicon Valley 150 Corporate Governance Report

On December 19, 2023, the U.S. Court of Appeals for the Fifth Circuit vacated the Share Repurchase Disclosure Modernization rule (Repurchase Rule) that was adopted by the U.S. Securities and Exchange Commission (SEC) in May 2023.[1] The Repurchase Rule would have required new share repurchase disclosures in upcoming periodic filings for the period ending December 31, 2023. With the Repurchase Rule vacated (and subject to future SEC guidance), companies should continue to disclose share repurchase information, aggregated on a monthly (rather than daily) basis, under the pre-existing version of Item 703 of Regulation S-K (reproduced in its entirety in the Appendix to this post).Continue Reading SEC Share Repurchase Disclosure Rule Vacated