Partner Tamara Brightwell recently joined the Diligent Institute to discuss the 2023 proxy season and recent regulatory developments at the SEC. She discussed a broad range of topics, including takeaways from this past proxy season, the SEC’s new cybersecurity disclosure rules, and considerations for public company boards in light of
Continue Reading Inside Today’s Boardrooms | 2023 Proxy Season and Regulatory RecapCorporate Governance
Lessons 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 ExculpationWomen 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 SimmermanOfficer 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 150Share Repurchase Disclosure Rules on SEC Agenda for May 3
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On April 26, 2023, the U.S. Securities and Exchange Commission (SEC) published a notice of an open meeting to be held next Wednesday, May 3, 2023, to consider whether to adopt rules requiring additional disclosures relating to issuers’ equity share repurchases.
The SEC proposed the share repurchase disclosure rules back…
Continue Reading Share Repurchase Disclosure Rules on SEC Agenda for May 3Event Alert: Board Excellence in 2023 and Beyond, Wednesday, April 19, 2023
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On April 19, 2023, Wilson Sonsini and Firstboard.io will host “Board Excellence in 2023 and Beyond” discussing how Boards can be part of the success of a company.Continue Reading Event Alert: Board Excellence in 2023 and Beyond, Wednesday, April 19, 2023
In Rare Decision, Delaware Court of Chancery Imposes Liability on CEO and Acquiror Post-Trial
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Our Client Alert discusses the Delaware Court of Chancery’s recent issuance of a rare post-trial decision finding a CEO personally liable for millions of dollars in damages for breaching his fiduciary duties by tilting his company’s sale process in favor of his preferred acquiror and failing to disclose material facts about the sale process. Equally unusual, the Court of Chancery found the acquiror liable for monetary damages, on a joint basis with the CEO, for aiding and abetting the CEO’s breaches of fiduciary duty in providing inadequate disclosures to stockholders. The decision provides valuable insight into what Delaware courts expect of management and a board when selling a company, as well as the risks that can arise when a court determines that a sale process and related disclosures were improper.Continue Reading In Rare Decision, Delaware Court of Chancery Imposes Liability on CEO and Acquiror Post-Trial
Considerations in Complying with Nasdaq Rule 5606
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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…
Continue Reading Considerations in Complying with Nasdaq Rule 5606SEC 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.Continue Reading SEC Extends Form 144 Filing Hours
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.”Continue Reading California Removes Board Diversity Questions from Corporate Disclosure Statement Form