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Takeaways for In-House Counsel from the SEC’s “Shadow Insider Trading” Trial

On April 5, 2024, a jury in California federal court found a former corporate executive liable for insider trading in SEC v. Panuwat, a novel enforcement action involving a theory known as “shadow trading.” In Panuwat, the...more

Takeaways for In-House Counsel from the SEC’s “Shadow Insider Trading” Action

In January 2022, a federal district court denied a motion to dismiss a novel insider trading enforcement action brought by the U.S. Securities and Exchange Commission based upon a theory known as “shadow insider trading.”...more

ISS, Glass Lewis, And Now Nasdaq – Board Diversity Is Here

On December 1, 2020, the Nasdaq Stock Market LLC (“Nasdaq”) proposed to adopt listing rules related to board diversity after determining that the national market and the public interest would benefit from a regulatory...more

New California Law To Require Representation From “Underrepresented Communities” On Boards Of Public Companies Headquartered In...

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

Recent Changes In Human Capital And D+I For Public Companies

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

SEC Guidance On Annual Meeting Changes Due To COVID-19

On March 13, 2020, the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) provided guidance regarding potential changes to the date, time, location, or format of upcoming annual meetings of...more

COVID-19 (Coronavirus): A Practical Checklist For Directors

As the COVID-19 (Coronavirus) outbreak continues to wreak havoc across the globe, boards of directors have a critical oversight role to play in helping their companies navigate through these uncertain times. Below is a...more

COVID-19 And Rule 10b5-1 Plans: Best Practices

As the coronavirus (COVID-19) outbreak continues to rapidly unfold and create uncertainty in the market, companies are considering whether to opportunistically buy back stock, or to otherwise take advantage of the current...more

New California Law Requires Female Representation on Boards of Public Corporations with Principal Executive Offices in California

On September 30, 2018, California Governor Jerry Brown signed into law Senate Bill No. 826, which will require all publicly held corporations whose principal executive offices are located in the state to have at least one...more

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