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, 2023

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 Simmerman

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 Rules

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 150

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 Rules

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 Rules

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 

The Delaware courts have issued several noteworthy decisions in recent weeks that should have an impact on practice and stockholder litigation. Below is a brief summary of these decisions, which involved the following issues:

  • The breach of a capitalization representation in a merger agreement and the resulting ability of the buyer to terminate the deal
  • The Tesla and Oracle litigations alleging, respectively, that Elon Musk and Larry Ellison were controllers and improperly caused those companies to acquire SolarCity and NetSuite
  • The “MFW” framework to cleanse controlling stockholder conflicts—and whether the Delaware Supreme Court will revisit that framework

Continue Reading Recent Developments in Delaware Case Law

In this blog post, we highlight five reminders that may be useful for issuers preparing and filing quarterly reports on Form 10-Q in the coming weeks.

1. Include Trading Arrangements Disclosure Under Item 408(a) of Regulation S-K. Domestic issuers (other than smaller reporting companies) are required to comply with the new disclosure requirements in Item 408(a) of Regulation S-K for fiscal quarters commencing on or after April 1, 2023.[1] For calendar-year issuers, compliance with the new disclosure requirements will be required in the upcoming second quarter Form 10-Q. See our previous post, Reminder: Tracking Rule 10b5-1 Plans and Disclosure Timing, for transition periods by fiscal year-end.Continue Reading Five Reminders for the Form 10-Q

In our Snapshot: Risk Factor Trends—Part 1 post, we reviewed the risk factor disclosures of 30 of the Lonergan Silicon Valley 150 (SV150) companies to see whether the length of the risk factor disclosure, both in terms of the number of pages of risk factors and the number of risk factors disclosed, had increased or decreased since the publication of the second edition of our Risk Factor Trends Report (2021 report).[1] Our review suggests that both the number of pages of risk factors and the number of risk factors disclosed are continuing to increase.Continue Reading Snapshot: Risk Factor Trends—Part 2