On May 3, 2023, the U.S. Securities and Exchange Commission (SEC) adopted final share repurchase disclosure rules “to modernize and improve disclosure about repurchases of an issuer’s equity securities that are registered under the Securities Exchange Act of 1934.” In a significant shift from the proposed rules, the final
Continue Reading SEC Adopts Share Repurchase Disclosure RulesSEC Reopens Comment Period for Proposed Amendments to Beneficial Ownership Reporting Rules
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On April 28, 2023, the U.S. Securities and Exchange Commission (SEC) reopened the comment period for its rulemaking proposal, Modernization of Beneficial Ownership Reporting, through the later of 30 days after the reopening release is published in the Federal Register or June 27, 2023.
The SEC reopened the comment…
Continue Reading SEC Reopens Comment Period for Proposed Amendments to Beneficial Ownership Reporting RulesReminder: Tracking Rule 10b5-1 Plans and Disclosure Timing
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In December 2022, the U.S. Securities and Exchange Commission (SEC) adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act). These amendments added new conditions to the availability of the affirmative defense under Exchange Act Rule 10b5-1(c)(1) and became effective for Rule 10b5-1 plans entered into…
Continue Reading Reminder: Tracking Rule 10b5-1 Plans and Disclosure TimingShare 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 3SEC Extends Time for Review of NYSE and Nasdaq Clawback-Related Listing Standards
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On April 24, 2023, the U.S. Securities and Exchange Commission (SEC) extended the time period for its review and approval of the clawback-related listing standards from April 27, 2023 to June 11, 2023 (here and here).
As discussed in our previous blog post, Rule 10D-1 of the…
Continue Reading SEC Extends Time for Review of NYSE and Nasdaq Clawback-Related Listing StandardsS&P Dow Jones Indices Opens Door for Multi-Class Share Companies
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On April 17, 2023, S&P Dow Jones Indices (S&P DJI) announced a major change to its inclusion criteria. Effective immediately, all companies with multi-class share structures will be eligible for inclusion in the S&P 1500 Composite and its component indices, which include the S&P 500, S&P MidCap 400, and S&P…
Continue Reading S&P Dow Jones Indices Opens Door for Multi-Class Share CompaniesEvent 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
Continued SEC Scrutiny of Non-GAAP Disclosures
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Our recent Client Alert discusses the SEC’s latest enforcement action against an IT services provider for alleged violations of Regulation G and other federal securities laws in its reporting and disclosure of non-GAAP financial performance measures. Without admitting or denying the findings in the SEC’s order, the company agreed…
Continue Reading Continued SEC Scrutiny of Non-GAAP DisclosuresDelaware Court of Chancery Issues Important Ruling for Multi-Class Companies Addressing Class Votes
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Our recent Client Alert discusses an important ruling issued by Vice Chancellor J. Travis Laster of the Delaware Court of Chancery on March 29, 2023. This ruling concluded that two companies with multiple classes of common stock were not required, under the Delaware statute, to obtain separate class votes of…
Continue Reading Delaware Court of Chancery Issues Important Ruling for Multi-Class Companies Addressing Class VotesIn 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