Compliance into the Weeds: The SEC and Climate Disclosures
PODCAST: Trending Now An IP Podcast - Patent Office Secrecy Orders
Life Sciences Quarterly (Q3 2019): SEC Enforcement and Class Actions Regarding FDA Communications
Impact of environmental, social and governance agenda on tax
This Week in FCPA-Episode 80, The Last Jedi Edition
Life Sciences Quarterly: A View From Washington: What to Expect From the SEC
Compliance into the Weeds-Episode 39, Disclosure of Ransomware Attacks
On August 14, 2024, the United States District Court for the Western District of Missouri declared unconstitutional two anti-ESG disclosure rules issued by the Missouri Securities Division and applicable to broker-dealers and...more
Our Investment Funds Group examines why the Securities and Exchange Commission penalized a registered investment adviser for inadequate disclosure of fees it received....more
The Department of Labor has issued its final regulation defining fiduciary status for investment advice to retirement investors and the related exemptions for prohibited conflicts—PTEs 2020-02 and 84-24. The exemptions...more
Given the importance of venture capital to California's economy, one might expect that state lawmakers would be keen to nurture the industry rather than enact laws that encourage venture capital companies to avoid the Golden...more
Disclosure schedules are arguably one of the most arduous and time-consuming deliverables on the company-side or seller-side of any transaction. Whether, as part of the management of your startup, you are tasked with driving...more
On March 6, the Public Company Accounting Oversight Board (PCAOB) held a virtual roundtable to discuss its June 6, 2023 proposed rule: Amendments to PCAOB Auditing Standards Related to a Company’s Non-Compliance with Laws and...more
Broker-dealers and their registered representatives (advisors) providing services to private sector tax-qualified and ERISA-governed retirement plans, participants in those plans and IRA owners (collectively, Retirement...more
Bermuda formed the first modern captive in 1962 and remains the leading offshore captive domicile, with approximately 700 licenced captives on its register. Bermuda’s captive industry has remained resilient in the face of...more
Cyber incidents are among the fastest-growing existential threats to publicly traded companies. More than a technical headache, breaches can materially impact your bottom line—and the mere news of an incident can send stocks...more
On 21 December 2023 the European Securities and Markets Authority (“ESMA”) published a consultation paper on the reform of the templates used for securitisation reporting1. The paper will be of interest to EU investors and...more
The SEC Division of Examinations recently released its 2024 Examination Priorities (2024-exam-priorities.pdf (sec.gov)). While the Priorities cover a range issues, this article focuses on the Priorities that could impact...more
On June 3, the Public Company Accounting Oversight Board (PCAOB) proposed sweeping new auditing standards (PCAOB Release No. 2023-003) that would require auditors to consider a company’s noncompliance with laws and...more
In April, I reported on SB 54 (Skinner), a bill that would have required institutional Investors, securities and real estate brokers, and others to report on the diversity status of "founding teams". At the time, I...more
In this V&E+ interview, Lawrence and Patrick share their thoughts on the 2023 proxy season, peacetime preparation for activism defense, and the HBO show that no one could seem to stop talking about....more
Shareholder activism ranks among the toughest tests a company can face. Activists strike often and suddenly, with increasingly sophisticated tactics. A formidable campaign can sink a company’s share price, damage its...more
You found the right site. You completed the due diligence and are negotiating the purchase and sale agreement. Now you must raise the equity. You have multiple sources, each with differing financial issues from tax to return...more
Some readers will be familiar with the many claims made against Spain for the alleged violation of its obligations to foreign investors under the Energy Charter Treaty (the ECT). In May 2023, the English Commercial Court...more
In March 2023, the Delaware Court of Chancery issued a rare decision holding an officer personally liable for damages for breach of fiduciary duty under a post-closing Revlon enhanced scrutiny analysis. Specifically, the...more
Environmental, social and governance (ESG) concerns and how companies respond to them continue to generate scrutiny from a large number of stakeholders. Last year, in our ESG in Silicon Valley: A Look at the ESG Disclosure...more
Circuits Split Over Whether Targeting Is Necessary for Seller Liability - Key Points - - While courts have long held that solicitations must be tailored to a particular audience to precipitate statutory seller liability,...more
In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources. This...more
The organizers of an initial coin offering (ICO) recently won dismissal of an investor’s fraud claims by establishing that their public risk disclosures negated the investor’s claims of reliance on alleged misstatements. The...more
The District Court for the Western District of New York denied a motion on January 6, 2023, to dismiss claims alleging that a publicly traded company misled investors regarding an investigation by the U.S. Securities and...more
To prepare for 2023, reporting companies should be aware of applicable SEC filing deadlines and financial statement “staleness” dates, as well as regulatory reforms that may affect the preparation and contents of disclosures...more
As companies grapple with the business challenges that rising interest rates and an uncertain economic outlook present, there are the inevitable questions about whether companies should worry less about environmental, social...more