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Preparing for the 2024 Proxy and Annual Reporting Season: Key Issues and Considerations

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

SEC Amendments Requiring Enhanced Share Repurchase Disclosure Hang in the Balance After Federal Appeals Court Directs SEC To...

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

New York State Is on the Brink of Creating the Nation’s First Public Database of LLC Owners, Aimed at Curbing Crime by Lifting the...

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

Delaware Implements Amendments to the Delaware General Corporation Law, Effective as of Aug. 1, 2023

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

SEC Amends Rule 10b5-1 Trading Arrangement Conditions and Disclosure Requirements for Issuers and Section 16 Reporting Persons to...

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

Delaware Court Raises Eyebrows by Striking Down Noncompete in Sale Transaction

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

Take Note of Cuomo's Suspension of Statute of Limitations

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

COVID-19 – Commercial Contracts: Risk Allocation in Times of Uncertainty

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

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