Join Wilson Sonsini for its 2023 Public Company General Counsel Webinar Series. Throughout November, Wilson Sonsini will host three virtual sessions on new SEC governance and disclosure requirements, including clawback policies, cybersecurity governance and disclosure, and share repurchase disclosure. To attend any of the three sessions, please register here.

Continue Reading Webinar Series Alert | Navigating New SEC Rules: November 1, 15, 29

On February 10, 2023, the SEC’s Division of Corporation Finance (Corp Fin) issued 15 compliance and disclosure interpretations (CDIs), Questions 128D.01 through 128D.13, and Section 228D – CDIs 228D.01 and 228D.02. The CDIs are wide ranging and include, among other things, confirmation that pay versus performance disclosure is not required to be included in a Form 10-K, guidance relating to equity awards granted to a first-time named executive officer (NEO) in a year prior to (and not otherwise related to) their appointment as a NEO, clarification as to which of the periods presented should include footnote disclosure of the amounts deducted and added to compensation actually paid, and confirmation that a company may use its Compensation Discussion and Analysis (CD&A) peer group, assuming this peer group is actually used by the company in determining executive pay, even if this peer group is not used for “benchmarking” as this term is explained in CDI 118.05.Continue Reading Corp Fin Issues Pay Versus Performance CDIs

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

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

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

As preparations for annual reports on Form 10-K get underway for calendar fiscal year-end companies, we wanted to provide some helpful reminders that companies should consider as they commence work on their annual reports, as well as considerations for potential updates to D&O questionnaires and company charters and bylaws. Our annual Client Alert covers the following topics:Continue Reading Reminders for the Annual Report on Form 10-K