On January 27, 2023, the SEC’s Division of Corporation Finance (Corp Fin) published four new Compliance and Disclosure Interpretations (CDIs) relating to the SEC’s recently adopted clawback rules. Please refer to our previous Client Alert for more information on the clawback rules. These new CDIs address what had been an outstanding question relating to upcoming disclosure obligations, as well as a few other clarifications.Continue Reading Corp Fin Publishes New CDIs on Clawback Rules – Addresses Cover Page Check Boxes

In recent weeks, the Delaware Court of Chancery has issued two noteworthy opinions in the special purpose acquisition company (SPAC) context—one related to fiduciary duties and one related to the technical question of when a class or series of stock is entitled to its own separate vote on a charter amendment. These opinions provide valuable insight into how the courts may view common elements of de-SPAC transactions and also have broader implications for practice. A summary of the court’s key holdings is below.Continue Reading Delaware Court of Chancery Issues Two Opinions in the SPAC Context

10b5-1 SEC Updates

Partner and Known Trends Editorial Board member Richard Blake joins Rich Baker, Executive Director at Morgan Stanley Executive Financial Services, for a discussion on “10b5-1 SEC Updates.” Their conversation will address the recent amendments to Rule 10b5-1, including implications for Rule 10b5-1 guidelines and plans.

Wednesday, January…

Continue Reading Webinar Alert | 10b5-1 SEC Updates, January 25

In our recent Client Alert, we provide a look back at 2022, a review of the universal proxy rules, and considerations for shareholder engagement in 2023. Shareholder engagement runs the gamut from preparing for successful quarterly earnings calls to engaging with shareholders directly. Although there is no “one-size-fits-all” approach, we believe that effective shareholder engagement involves a combination of some or all of the following factors:Continue Reading Shareholder Engagement: Looking Ahead to 2023

The U.S. Securities and Exchange Commission (SEC), under Chair Gary Gensler, has a robust rulemaking agenda with substantial new governance and disclosure requirements and proposed requirements. In 2022, the SEC approved a number of proposed and final rules, which, in many cases, provided for relatively short public comment periods and…

Continue Reading How Long Does It Usually Take for SEC Rules To Be Published in the Federal Register?

On January 17, 2023, the New York Stock Exchange (NYSE) published its annual Listed Company Compliance Guide for NYSE Issuers (Guidance Letter). This year’s Guidance Letter provides useful reminders of NYSE-specific rules and policies. It also includes a reminder of the forthcoming NYSE listing standards to implement the recently adopted clawback rules, which the NYSE (and Nasdaq) must propose no later than February 27, 2023 (see our previous client alert).Continue Reading NYSE Publishes 2023 Annual Guidance Letter

We are pleased to share our 2022 Silicon Valley 150 Corporate Governance Report, which reviews the corporate governance practices and disclosures of the Valley’s largest public companies. The report includes information regarding board matters, officer matters, defensive measures, proxy statement disclosures, stockholder proposals, activism, and executive compensation of the SV150 companies. Our 2022 report, together with our 2019 and 2021 reports, are available on the Resources page.Continue Reading 2022 Silicon Valley 150 Corporate Governance Report

On December 27, 2022, the U.S. Department of the Treasury and the Internal Revenue Service issued Notice 2023-2 (the Notice), announcing their intention to issue proposed regulations addressing the application of the new one percent excise tax on certain stock repurchases and economically similar transactions undertaken by publicly traded U.S. corporations and certain foreign corporations. The Notice serves as interim guidance that may be relied upon by taxpayers pending issuance of final regulations. Continue Reading Treasury and the IRS Release Interim Guidance on One-Percent Excise Tax on Stock Repurchases by Publicly Traded Companies

In our earlier post, we provided some early data points on the governance practices of the Silicon Valley 150, specifically relating to the prevalence of the classified board structure and dual or multi-class common stock. In this post, we provide some additional early data points into the Silicon Valley 150 companies’ governance practices, specifically the prevalence of plurality voting for director elections and proxy access bylaws.Continue Reading Sneak Peek of the Silicon Valley 150 Companies’ Governance Practices—Part II

On January 4, 2023, the U.S. Securities and Exchange Commission (SEC) published its Fall 2022 Regulatory Flexibility Agenda (Rulemaking Agenda). The Rulemaking Agenda summarizes the SEC’s planned regulatory actions over the next 12 months, thus providing insights into the priorities of SEC Chair Gary Gensler and the anticipated timing of proposed and final rules. We note that this Rulemaking Agenda is not binding on the SEC and actual rule adoption or proposal timing may vary significantly.Continue Reading SEC Publishes Updated Rulemaking Agenda