For the upcoming 2024 proxy and annual reporting season, there are a number of key issues to consider and keep an eye on for further developments as preparations commence. This alert provides an overview of these issues and...more
12/6/2023
/ Annual Reports ,
Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
A federal appeals court has directed the Securities and Exchange Commission (SEC) to rework certain regulatory amendments, adopted in May 2023, requiring public companies to provide enhanced disclosures on repurchases of...more
11/10/2023
/ Amended Regulation ,
Compliance ,
Compliance Dates ,
Corporate Governance ,
Disclosure Requirements ,
Form 10-K ,
Form 10-Q ,
Publicly-Traded Companies ,
Repurchase Agreements ,
Repurchases ,
Securities and Exchange Commission (SEC) ,
Stock Repurchases
Over a year after it was introduced to the New York State Legislature, the NYTA was passed by both the New York State Assembly and the New York State Senate in late June; however, as of the date of this article, the bill...more
A number of amendments to the Delaware General Corporation Law (the DGCL) became effective on Aug. 1, 2023. Set forth below is a brief summary of the amendments....more
On Dec. 14, 2022, the SEC voted to adopt amendments to Rule 10b5-1 and to enhance disclosure requirements, in an attempt to establish meaningful guardrails around the use of Rule 10b5-1 trading plans and strengthen...more
12/20/2022
/ 10b5-1 Plans ,
Affirmative Defenses ,
Cooling-Off Rule ,
Corporate Governance ,
Disclosure Requirements ,
Equity Securities ,
Insider Trading ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
The Delaware Court of Chancery (the Court) has raised eyebrows with a recent decision, in the case of Kodiak Building Partners, LLC v. Adams, to strike down a noncompetition covenant binding upon a seller in a sale...more
M&A update – Sellers and buyers who have completed transactions within the past several years should take note of Gov. Andrew Cuomo’s Executive Order 202.8, tolling the statutes of limitations for all claims through April 19....more
In addition to memorializing the economics and financial benefits gained by parties from a given contractual arrangement, commercial contracts commonly allocate known and unknown risks between business parties....more