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 Recap

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 Disclosures

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, 2023

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 Exculpation

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