On March 6, 2024, two years after the issuance of a proposing release and following more than 24,000 comment letters and 4,500 unique letters submitted in response, by a vote of 3-2, the U.S. Securities and Exchange...more
3/14/2024
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
Greenhouse Gas Emissions ,
Popular ,
Publicly-Traded Companies ,
Regulation S-X ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Task Force on Climate-related Financial Disclosures (TCFD)
Venture capital investors with a penchant for more expansive views of preferred stockholder rights have cause for pause. While fundamentally more a commentary on drafting mechanics than anything, the ruling delivered by the...more
On October 24, 2023, the Federal Reserve Board (FRB), the Federal Deposit Insurance Corporation, and the Office of the Comptroller of the Currency (together, the “Agencies”) released their final Principles for Climate-Related...more
The International Sustainability Standards Board (ISSB), established by the IFRS Foundation (IFRS), issued a comprehensive global baseline of disclosure standards to facilitate consistent and comparable disclosures on risks...more
In 2013, Delaware passed legislation adopting a new corporate form, the public benefit corporation (PBC), with a view to allowing directors of for-profit corporations to take actions not just in pursuit of stockholder...more
9/4/2020
/ B Corporation ,
Capital Markets ,
Disclosure ,
Environmental Social & Governance (ESG) ,
Fiduciary Duty ,
For-Profit Corporations ,
Initial Public Offering (IPO) ,
Investing Companies ,
Performance and Accountability Report ,
Popular ,
Public Benefits ,
Publicly-Traded Companies ,
Reporting Requirements ,
Stockholder Agreements
California’s Assembly Bill (“AB”) 979 is set to make waves both within the state and across the country as a groundbreaking new law that would require companies to diversify their boards and reserve seats for directors from...more
On August 26, 2020, the Securities and Exchange Commission (SEC) announced, as part of its ongoing initiative to modernize Regulation S-K disclosure, amendments that add human capital resources as a separate disclosure topic,...more
9/1/2020
/ Coronavirus/COVID-19 ,
Corporate Governance ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Employee Benefits ,
Environmental Social & Governance (ESG) ,
Human Capital ,
Paid Family Leave Law ,
Public Safety ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Workplace Safety
The year 2020 was already predicted to be a year of heightened focus on environmental, social, and governance (ESG) topics for public companies—and that was before the COVID-19 pandemic and widespread protests galvanized by...more
Down rounds—equity financing rounds where the company’s valuation is lower than at least one of its previous rounds of financing—have been rare in the sellers’ market of the past few years, where high valuations fueled by an...more
In August 2013, the Delaware legislature added a new subchapter to the Delaware General Corporation Law (DGCL), allowing corporations to be formed as, or convert to, a public benefit corporation (PBC). A PBC is defined as a...more
In August 2019, a group of nearly 200 chief executives issued a statement, arguing that the role of corporations should be redefined from solely maximizing shareholder value to also “invest[ing] in their employees,...more
Founders of start-ups might hear “ESG” (environmental, social, governance) or “sustainability” and think those terms are simply buzzwords that are not relevant to their start-ups. However, savvy entrepreneurs, innovators and...more
As members of the Bay Area Social/Small Enterprise Task Force (BASE Force), Morrison & Foerster attorneys Suz Mac Cormac, Alfredo Silva, Kaela Colwell and Olga Terets have compiled a resource guide for Bay Area small...more
On July 10, 2019, Blockstack Token LLC (“Blockstack”), a wholly-owned subsidiary of Blockstack PBC, a Delaware public benefit corporation, became the first company to have an offering of digital assets qualified by the U.S....more
On April 3, 2019, the Strategic Hub for Innovation and Financial Technology (“FinHub”) of the U.S. Securities and Exchange Commission (“SEC”) published two pieces of guidance on when a blockchain-enabled digital asset will,...more
Until November 8, 2018, the enforcement actions of the U.S. Securities and Exchange Commission (SEC) in the digital token (aka cryptocurrency) space have primarily focused on the primary issuances of tokens. However, on...more
Delaware Companies: Apply for your Sustainability Certificate starting October 1 -
As of October 1, 2018, Delaware entities can begin applying for the state’s new voluntary Certificate of Adoption of Transparency and...more
The SEC has recently approved an amendment to Nasdaq Rule 5635(d), which became effective on September 26, 2018, that modifies the circumstances in which listed companies must receive shareholder approval before they can...more
Many in the blockchain and cryptocurrency community were in a celebratory mood on June 14, 2018, following a landmark speech given by William Hinman, Director for the Division of Corporation Finance of the U.S. Securities and...more
In April 2018, the Delaware State Bar Association’s Corporate Law Section approved an amendment to the Delaware Limited Liability Company Act that allows for the formation of public benefit limited liability companies...more
Questions surrounding the use of virtual currencies and other digital tokens (“tokens”) as compensation came to the forefront last month following formal guidance from the U.S. Securities and Exchange Commission (“SEC”) on...more
In a press release issued on Tuesday, August 1, the Monetary Authority of Singapore (“MAS”) provided its most direct guidance yet on how it intends to treat “token offerings.” For those looking for concrete rules,...more
The Howey test lives on—now in a lesson in what not to do when it comes to token offerings.
Token offerings, also known as “initial token offerings,” “token launches,” “token sales,” “initial coin offerings,” or “ICOs,”...more
7/27/2017
/ Capital Markets ,
Capital Raising ,
Emerging Growth Companies ,
Financial Institutions ,
Howey ,
Initial Coin Offering (ICOs) ,
Investment Contract ,
Private Equity Funds ,
Securities and Exchange Commission (SEC) ,
Token Sales ,
Venture Capital