The U.S. government’s current fiscal year ends on Sept. 30. If Congress does not pass an appropriations bill or a continuing resolution (which temporarily extends funding) by Oct. 1, a government shutdown will occur. ...more
10/1/2025
/ Appropriations Bill ,
EDGAR ,
Filing Deadlines ,
Filing Requirements ,
Financial Industry Regulatory Authority (FINRA) ,
Government Shutdown ,
No-Action Letters ,
Offerings ,
Proxy Statements ,
Public Offerings ,
Registration Requirement ,
Registration Statement ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
WKSIs
After decades of dominance by Delaware, there is a renewed competition for corporate charters among states. Nevada, Texas and several others are making efforts to attract companies to initially organize or reincorporate in...more
9/4/2025
/ Books & Records ,
Business Entities ,
Business Judgment Rule ,
Corporate Charters ,
Corporate Counsel ,
Corporate Governance ,
Delaware General Corporation Law ,
Directors ,
Fiduciary Duty ,
Shareholder Rights ,
Statutory Interpretation
The Nevada District Court recently clarified that the business judgment rule — a fundamental corporate law protection — applies to limited liability companies when their operating agreements specify fiduciary duties. The...more
8/14/2025
/ Business Court ,
Business Disputes ,
Business Entities ,
Business Judgment Rule ,
Business Litigation ,
Contract Terms ,
Corporate Governance ,
Duty of Loyalty ,
Exculpatory Clauses ,
Fiduciary Duty ,
Limited Liability Company (LLC) ,
Nevada ,
Operating Agreements ,
Statutory Interpretation
On July 1, 2025, the U.S. Court of Appeals for the District of Columbia Circuit ended more than five years of uncertainty and confusion by ruling that proxy voting advice issued by proxy advisors is not a “solicitation” under...more
7/9/2025
/ Appellate Courts ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
First Amendment ,
Institutional Shareholder Services (ISS) ,
New Legislation ,
Proxy Advisors ,
Proxy Voting ,
Securities Exchange Act ,
Securities Exchange Act of 1934 ,
Securities Regulation ,
State and Local Government ,
State Legislatures ,
Texas
On June 4, 2025, the SEC published a concept release in which the agency analyzes trends related to foreign private issuers (FPIs) and solicits extensive feedback regarding whether and how the definition of FPI should be...more
6/10/2025
/ Capital Markets ,
Cayman Islands ,
China ,
Disclosure Requirements ,
Foreign Private Issuers ,
Fraud ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulatory Reform ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On December 11, 2024, the Court of Appeals for the Fifth Circuit issued a decision in Alliance for Fair Board Recruitment v. SEC vacating the SEC’s approval of Nasdaq’s board diversity rules. The rules required tabular...more
In the September edition of our Public Company Watch, we cover key issues impacting public companies, including updates regarding the most recent amendments to the Delaware General Corporate Law and the EU’s Corporate...more
9/18/2024
/ Administrative Procedure Act ,
Chevron Deference ,
Chevron v NRDC ,
Delaware General Corporation Law ,
Department of Justice (DOJ) ,
Due Diligence ,
EU ,
Federal Trade Commission (FTC) ,
Loper Bright Enterprises v Raimondo ,
Non-Compete Agreements ,
Sustainability ,
Whistleblowers