On August 6, 2021, the US Securities and Exchange Commission (SEC) approved the listing rules proposed by The Nasdaq Stock Market LLC (Nasdaq) to advance board diversity and enhance the transparency of diversity statistics...more
At an Open Meeting on December 14, 2022, the US Securities and Exchange Commission (SEC) adopted amendments to Rule 10b5-1 promulgated under the Securities Exchange Act of 1934 (Exchange Act), which impose new limitations on...more
12/22/2022
/ 10b5-1 Plans ,
Board of Directors ,
Corporate Counsel ,
Corporate Governance ,
Corporate Officers ,
Directors ,
Disclosure Requirements ,
Filing Requirements ,
Insider Trading ,
New Amendments ,
New Rules ,
Securities and Exchange Commission (SEC)
On June 23, 2020, the Division of Corporation Finance (CF) and the Office of the Chief Accountant of the US Securities and Exchange Commission (SEC) released guidance that provides additional views on disclosure related to...more
The Coronavirus (COVID-19) pandemic and the responses of governments and societies to the crisis are having a profound impact on public companies and capital markets worldwide. Such companies, including those in the United...more
3/29/2020
/ Annual Meeting ,
Board Meetings ,
Board of Directors ,
Capital Markets ,
Coronavirus/COVID-19 ,
Disclosure Requirements ,
EU ,
EU Market Abuse Regulation (EU MAR) ,
European Central Bank ,
Filing Deadlines ,
Form 10-K ,
Form 8-K ,
France ,
Germany ,
Poison Pill ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-T ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Time Extensions ,
United States ,
Virtual Meetings
Institutional Shareholder Services Inc. and Glass, Lewis & Co., LLC both recently issued their annual proxy voting guideline updates. As revised, these guidelines have important implications for companies preparing for the...more
In the third quarter of 2018, California became the first state to mandate that public companies include at least one woman on their board of directors. In addition, the SEC staff withdrew prior guidance relating to...more
On September 30, 2018, California Governor Jerry Brown signed into law legislation designed to require publicly held corporations whose principal executive offices are located in California to have one woman on their boards...more
Summary of Key ISS and Glass Lewis 2016 Proxy Season Policy Updates -
Institutional Shareholder Services Inc. (ISS) recently issued, in the form of Frequently Asked Questions, a further update to its 2016 proxy voting...more
Overview of SPACs and Latest Trends -
A number of recent successful business combination transactions involving special-purpose acquisition companies (SPACs) led by prominent sponsors have driven a resurgence in the SPAC...more
10/23/2015
/ Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Conflicts of Interest ,
Directors ,
Disclosure Requirements ,
Due Diligence ,
Duty of Loyalty ,
Fiduciary Duty ,
Gross Negligence ,
Initial Public Offering (IPO) ,
Investment Banks ,
Investors ,
Nasdaq ,
NY Supreme Court ,
Prospectus ,
Proxy Statements ,
Rebuttable Presumptions ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Special Purpose Entities ,
Target Company ,
Warrants
M&A Corporate Governance: Oversight of the Board’s Financial Advisors -
Recent decisions in the Delaware Court of Chancery highlight the need for increased oversight of financial advisors by corporations engaging in...more