Our new client alert discusses the U.S. Supreme Court’s recent holding in Securities and Exchange Commission v. Jarkesy that the Seventh Amendment to the United States Constitution entitles a defendant to a jury trial when the U.S. Securities and Exchange Commission (SEC) seeks civil penalties for securities fraud. As a
Continue Reading U.S. Supreme Court Holds SEC Cannot Use In-House Proceedings When Seeking Civil Penalties for Securities FraudCorp Fin Issues CDIs on Cybersecurity Incident Reporting
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As part of its continuing efforts to clarify the application of the SEC’s rules regarding the disclosure of material cybersecurity incidents,[1] on June 24, 2024, the Division of Corporation (Corp Fin) issued five new Compliance and Disclosure Interpretations (CDIs). All five of the CDIs focus on the materiality determination required under Item 1.05 of Form 8-K and are summarized below. The full text of the CDIs is set forth at the end of this post.Continue Reading Corp Fin Issues CDIs on Cybersecurity Incident Reporting
Corp Fin Issues Additional Guidance Relating to Cybersecurity Incident Disclosure
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As questions and commentary continue to arise with respect to the SEC’s rules on disclosure of material cybersecurity incidents, the SEC staff has sought to provide additional guidance on the application of the final cybersecurity disclosure rules.[1] On June 20, 2024, Erik Gerding, the Director of the SEC’s Division…
Continue Reading Corp Fin Issues Additional Guidance Relating to Cybersecurity Incident DisclosureDevelopments with Universal Proxy Cards and Advance Notice Bylaws
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This recent post on the Harvard Law School Forum on Corporate Governance submitted by Wilson Sonsini discusses that the 2024 proxy season, the second year with universal proxy cards, has produced incremental evidence of the effect that universal proxy has had on proxy fights and on advance notice bylaws with…
Continue Reading Developments with Universal Proxy Cards and Advance Notice BylawsCorp Fin Issues Guidance on Disclosure of Cybersecurity Incidents
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On May 21, 2024, Erik Gerding, the Director of the Division of Corporation Finance at the U.S. Securities and Exchange Commission (SEC), released a statement (statement) on the disclosure of cybersecurity incidents. This statement relates to disclosures made under new Item 1.05 of Form 8-K, which was adopted by the SEC in July 2023,[1] and requires companies to disclose information relating to material cybersecurity incidents within four business days of determining that the incident is material. For more information on the cybersecurity rules, please see our previous Client Alert.Continue Reading Corp Fin Issues Guidance on Disclosure of Cybersecurity Incidents
REMINDER: New Insider Trading and Option Grant Disclosures for March 31 FYE Companies
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In December 2022, the U.S. Securities and Exchange Commission (SEC) adopted final rules relating to insider trading arrangements and related disclosures. Among other things, the final rules require new issuer disclosures relating to Rule 10b5-1 trading plans, insider trading policies and procedures, option grant policies and procedures, and certain option…
Continue Reading REMINDER: New Insider Trading and Option Grant Disclosures for March 31 FYE CompaniesFTC Issues Sweeping Non-Compete Ban
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Our recent Client Alert discusses the Federal Trade Commission’s approval of a final rule that prevents all for-profit employers nationwide from using non-compete agreements for any worker, regardless of whether they are designed to protect legitimate business interests of employers. The final rule may have a sweeping impact on businesses…
Continue Reading FTC Issues Sweeping Non-Compete BanDelaware’s Status as the Favored Corporate Home: Reflections and Considerations
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Our recent Client Advisory addresses the conversation that has emerged over the past several months as to whether Delaware should remain the favored state of incorporation for business entities. Specifically, it discusses various factors that entrepreneurs, investors, and companies should consider when weighing whether to remain in Delaware or to…
Continue Reading Delaware’s Status as the Favored Corporate Home: Reflections and ConsiderationsSEC, California, and CSRD Climate Disclosure Requirements Comparison Tool
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Our recent Client Advisory provides a comparison tool to assist companies in determining whether they fall within the scope of the SEC’s final climate disclosure rules (currently stayed pending review of legal challenges), the California climate disclosure laws (Senate Bills 253 and 261 and Assembly Bill 1305), and the European…
Continue Reading SEC, California, and CSRD Climate Disclosure Requirements Comparison ToolTreasury and the IRS Issue Proposed Regulations Regarding the Stock Buyback Excise Tax
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Our recent Client Alert discusses the long-awaited proposed regulations under Section 4051 relating to the one percent stock buyback excise tax, which were issued by the U.S. Department of Treasury and the Internal Revenue Service on April 9, 2024. The excise tax was enacted as part of the “Inflation Reduction Act” and originally signed into law on August 16, 2022. The excise tax generally applies to stock repurchases and “economically similar” transactions undertaken by publicly traded U.S. corporations and certain foreign corporations on or after January 1, 2023. The newly published proposed regulations may generally be relied upon by taxpayers until the regulations are finalized. The proposed regulations address a variety of matters relating to M&A and restructuring transactions, capital markets transactions, and compensatory transactions such as net share settlements and “sell to cover” transactions.