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

On June 13, 2023, SEC Chair Gary Gensler announced the release of the SEC’s Spring 2023 Regulatory Agenda (Regulatory Agenda), which outlines the SEC’s rulemaking priorities over the next 12 months. The Regulatory Agenda includes a total of 55 rules, with 18 rules at the proposed rulemaking stage and 37…

Continue Reading SEC Publishes Spring 2023 Regulatory Agenda

On June 9, 2023, the U.S. Securities and Exchange Commission (SEC) published notices and orders granting accelerated approval of the amended clawback-related listing standards proposed by the New York Stock Exchange (NYSE) and The Nasdaq Stock Market LLC (Nasdaq) earlier this week. The amended versions of the NYSE and Nasdaq listing standards were discussed in our previous post.

Continue Reading SEC Approves NYSE and Nasdaq Clawback-Related Listing Standards

Propose Effective Date of October 2, 2023

[Note: This post has been updated to reflect Nasdaq’s filing of an Amendment No. 1 on June 6, 2023 (posted June 7) proposing to delay the effective date of its clawback-related listing standards until October 2, 2023, consistent with the NYSE’s Amendment No.

Continue Reading NYSE and Nasdaq File Amended Proposed Clawback-Related Listing Standards [Updated]

In 2020, we published our inaugural Risk Factor Trends Report, which summarized the risk factor disclosure practices of the Lonergan Silicon Valley 150 (SV150) prior to the amendments to Item 105, Risk factors, of Regulation S-K (Item 105).[1] In 2021, we published the second edition of our Risk Factor Trends Report (2021 report), which summarized the risk factor disclosure practices of the SV150 following the effective date of the amendments to Item 105.[2]

Continue Reading Snapshot: Risk Factor Trends—Part 1

On May 25, 2023, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) issued three new Compliance and Disclosure Interpretations (CDIs) relating to Rule 10b5-1 and related disclosure requirements. The first two CDIs provide clarification on the transition timing for compliance with the new quarterly and annual…

Continue Reading Corp Fin Issues Three New CDIs on Rule 10b5-1 Amendments and Related Disclosure Requirements