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 CompaniesFTC Issues Sweeping Non-Compete Ban
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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 BanDelaware’s Status as the Favored Corporate Home: Reflections and Considerations
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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 ConsiderationsSEC, California, and CSRD Climate Disclosure Requirements Comparison Tool
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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 ToolTreasury and the IRS Issue Proposed Regulations Regarding the Stock Buyback Excise Tax
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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.
Recent Delaware Law Developments and Proposed Legislative Responses
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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 ResponsesSEC Pauses Climate-Related Disclosure Rules Amid Legal Challenges
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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 ChallengesWebinar Recording Now Available | The SEC’s Climate-Related Disclosure Rules
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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
Fifth Circuit Court of Appeals Stays the SEC’s New Climate-Related Disclosure Rules; Updated Climate-Related Rules Webinar Date
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Our recent Client Alert discusses the order issued late last week by the U.S. Court of Appeals for the Fifth Circuit, temporarily staying the SEC’s new climate-related disclosure rules. In light of this development, we have moved our webinar to next week. It will now be held on Wednesday…
Continue Reading Fifth Circuit Court of Appeals Stays the SEC’s New Climate-Related Disclosure Rules; Updated Climate-Related Rules Webinar DateWebinar Alert | The SEC’s Climate-Related Disclosure Rules, March 19, 2024
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Join Wilson Sonsini for a webinar on Tuesday, March 19, 2024, from 1:00 p.m. – 2:00 p.m., Pacific Time, for a discussion of the SEC’s final climate-related disclosure rules and practical compliance tips. Register here.
For more information, please see our recent Client Alert.
Continue Reading Webinar Alert | The SEC’s Climate-Related Disclosure Rules, March 19, 2024