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The Corporate Transparency Act - Case Law Update and Determining Beneficial Owners

As discussed in our prior two alerts (found here), effective as of Jan. 1, 2024, the Corporate Transparency Act and rules issued thereunder by the Financial Crimes Enforcement Network (“FinCEN”) (collectively, the “CTA”)...more

Corporate Transparency Act: What You Need to Do Now

As discussed in our prior alert, effective as of January 1, 2024, the Corporate Transparency Act and rules issued thereunder by the Financial Crimes Enforcement Network (“FinCEN”) (collectively, the “CTA”) require most U.S....more

Public Companies Update: Reminders for the 2024 Form 10-K and Proxy Statement Filing Season

In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting...more

Recent Amendments to the North Carolina Business Corporation Act - Update

The Business Law Section of the North Carolina Bar Association was active this past year in proposing certain changes to the North Carolina Business Corporation Act. Below is a summary of the amendments that were adopted this...more

Corporate Transparency Act: Preparing for FinCEN's Comprehensive Beneficial Ownership Reporting Requirements

Congress passed the Corporate Transparency Act (the “CTA”) in 2020, which aims to prevent U.S. companies from engaging in certain illegal activities, including money laundering and tax fraud, by implementing federal...more

Reminders for the 2023 Annual Report and Proxy Season

As public companies prepare their 2022 annual reports and 2023 proxy statements, they will need to contend with a host of new requirements and disclosure updates stemming from the current geopolitical and economic...more

SEC Adopts Final Pay-Versus-Performance Disclosure Rules

​​​​​​​On August 25, 2022, the Securities and Exchange Commission (SEC) adopted final rules implementing the "pay-versus-performance" disclosure requirement called for under Section 953(a) of the Dodd-Frank Wall Street Reform...more

[Webinar] Public Companies Update - January 11th, 9:30 am - 10:30 am ET

Please join us for a Public Companies Update. During this webinar, we will equip you for the 2022 Form 10-K and proxy season through an interactive discussion of key updates to securities laws and regulations, corporate...more

Recent Amendments to the North Carolina Business Corporation Act

The North Carolina General Assembly recently approved Senate Bill 507 (the “Act”), which makes a number of significant changes to the North Carolina Business Corporation Act (“NCBCA”), and the governor signed the Act into law...more

North Carolina Permanently Authorizes Virtual Only Shareholders’ Meetings

As discussed in our March 17, 2020 and April 3, 2020 client alerts, the COVID-19 pandemic significantly impacted the ability of North Carolina corporations to hold in-person meetings of shareholders. Because the North...more

2021 Amendments to the North Carolina Business Corporation Act

The North Carolina General Assembly recently approved Senate Bill 507 (the "Act"), which makes a number of significant changes to the North Carolina Business Corporation Act ("NCBCA"), and the governor signed the Act into law...more

New Rule Amendments Permit Electronic Signatures on SEC Filings

On November 17, 2020, the Securities and Exchange Commission (SEC) adopted rule amendments to permit immediately and post-pandemic the use of electronic signatures on documents filed with or furnished to the SEC. The...more

SEC Continues Effort to Modernize Disclosure Requirements

Continuing its ongoing effort to modernize and simplify disclosure obligations applicable to public companies, the Securities and Exchange Commission (SEC) recently adopted amendments to certain requirements set forth in...more

2020 Amendments to the Delaware General Corporation Law

On June 23, 2020 the Delaware General Assembly adopted a number of important amendments to the Delaware General Corporation Law (DGCL) that were signed into law by the Governor on July 16, 2020. In particular, these...more

Updated Guidance and Relief Extensions: Public Company Considerations as COVID-19 Continues

Throughout the coronavirus (COVID-19) pandemic, the Securities and Exchange Commission (SEC) has continued to provide both substantive guidance and logistical relief to public companies as they navigate these unprecedented...more

SEC Adopts Significant Amendments to Improve Financial Disclosures Regarding Business Acquisitions and Dispositions

In an attempt to improve the financial information presented to investors in connection with many M&A transactions, the United States Securities and Exchange Commission (the “SEC”) recently adopted highly anticipated...more

Upcoming Deadline: Bureau of Economic Analysis BE–10 Benchmark Surveys

The Bureau of Economic Analysis (BEA) conducts various surveys of U.S. multinational companies and U.S. affiliates of foreign enterprises to generate statistical information regarding the global business activities of U.S....more

New York Stock Exchange and Nasdaq Relax Certain Continued Listing Requirements

Reacting to the current market uncertainty and volatility caused by the coronavirus (COVID-19) pandemic, the New York Stock Exchange (NYSE) and the Nasdaq Stock Market, LLC (Nasdaq) have implemented several temporary rule...more

Quarterly Reporting During a Pandemic: Form 10-Q and Earnings Release Disclosure Considerations

We have previously issued a number of alerts regarding the impact of the coronavirus (COVID-19) pandemic on public companies, including ones regarding issues related to annual meetings and periodic and ongoing disclosure...more

Glass Lewis and ISS Provide Guidance Regarding the COVID-19 Pandemic

As we move into the heart of proxy season, Glass Lewis and Institutional Shareholder Services (ISS) have issued and updated guidance as to how they will adjust their voting policies to account for actions taken by public...more

SEC Provides Limited Relief from Proxy Material Mailing Requirements

As discussed in our previous alert, Annual Meetings in a World Without Meetings: The Impact of COVID-19 on Public Companies, on March 13, 2020, the Staff of the Division of Corporation Finance of the Securities and Exchange...more

Delaware Provides Emergency Relief from Requirements for Meetings of Stockholders

As discussed in our previous alert, Annual Meetings in a World Without Meetings: The Impact of COVID-19 on Public Companies, on March 13, 2020, the Staff of the Division of Corporation Finance of the Securities and Exchange...more

Poison Pills in Response to the COVID-19 Pandemic

In light of the precipitous decline in the stock market since the beginning of the coronavirus (COVID-19) pandemic, public companies should consider whether their existing corporate governance structures enable them to...more

Governor Cooper Temporarily Authorizes Virtual-Only Meetings of Shareholders

In our previous alert, Annual Meetings in a World Without Meetings: The Impact of COVID-19 on Public Companies, we discussed some of the practical steps that public companies can take to hold annual meetings in light of the...more

Public Companies: How Regulators and Issuers Are Responding to a Pandemic

Since our previous Public Companies alert, Annual Meetings in a World Without Meetings: The Impact of COVID-19 on Public Companies, regulators and issuers have taken unprecedented actions to address the impact of the...more

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