Governance

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As a follow up to yesterday’s post, our recent Client Alert discusses new guidance from the FBI, DOJ, and SEC on requesting a delay to Form 8-K disclosures for material cybersecurity incidents that pose a substantial risk to national security or public safety.  Our client alert discusses the process the FBI has established to request the delay, the approach the DOJ will take when evaluating whether to authorize the delay, and new Compliance and Disclosure Interpretations (CDIs) issued by the SEC’s Division of Corporation Finance regarding this national security and public safety exception.

Continue Reading New Guidance on Delayed Disclosure of Material Cybersecurity Incidents

In July 2023, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring that public companies report material cybersecurity incidents under new Item 1.05 of Form 8-K, and disclose information regarding their cybersecurity risk management, strategy, and governance in annual reports on Form 10-K. Foreign private issuers are subject to similar disclosure requirements in Forms 6-K and 20-F. Although the final rules were effective this past September, the SEC provided for transition periods for compliance with the new disclosure requirements, which transition periods will end soon.

Continue Reading Reminder: Material Cybersecurity Incident Reporting Required December 18, 2023

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

Our recent Client Alert discusses applicable rule changes, guidance, and disclosure considerations for the 2023 proxy season for public companies, as well as reminders for what is on the horizon for public company governance and disclosure. Our annual client alert covers the following topics:

Continue Reading Preparing for the 2023 Proxy Season

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

Wilson Sonsini annually publishes the Silicon Valley 150 Corporate Governance Report, which summarizes the governance practices of the Valley’s largest public companies. The report uses the Lonergan SV1501, which includes the top 150 public companies (by annual sales) with headquarters in Silicon Valley. We will be publishing our 2022 report in early 2023, but we wanted to share some early data points.

Continue Reading Sneak Peek of the Silicon Valley 150 Companies’ Governance Practices—Part I