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Board of Directors Form 10-K Corporate Governance

WilmerHale

2025 IPO Report

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This year’s IPO Report offers a detailed review of the IPO market and outlook, including a breakdown of IPOs by industry and the number of IPOs from the leading states over the past five years. We also take a look at the IPO...more

Keating Muething & Klekamp PLL

Securities Snapshot: 4th Quarter 2024 - 2025 Reporting Season – Key Considerations

As we bid farewell to 2024, we welcome not only another year but also several new disclosure requirements. In this Snapshot, we summarize several developments and best practices for public companies to consider as the 2024...more

DLA Piper

From Expert to Director: How to Navigate the Complexities and Scrutiny of Public Company Board Service

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Becoming a first-time director of a public company is a goal not easily achieved and can represent a significant personal and professional accomplishment, giving an individual a platform to share their expertise to help a...more

White & Case LLP

Key Considerations for the 2024 Annual Reporting and Proxy Season Part II: Proxy Statements

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Each year in our Annual Memo series, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form...more

Smith Anderson

Public Companies Update: Reminders for the 2024 Form 10-K and Proxy Statement Filing Season

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In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting...more

White & Case LLP

Key Considerations for the 2024 Annual Reporting and Proxy Season: Your Upcoming Form 10-K

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Each year in our Annual Memo, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form 20-F....more

BCLP

Reminder: Initial Board Diversity Matrix Now Required for Nasdaq Companies

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All Nasdaq-listed companies must now disclose a board diversity matrix by the later of (1) August 8, 2022, or (2) the date the company files its proxy statement for the 2022 annual meeting of shareholders (or, if companies do...more

Goodwin

California Law Requiring Female Directors on Public Company Boards Held Unconstitutional

Goodwin on

Ruling Follows Similar Decision on Underrepresented Minority Directors in April 2022 - A California court has held that California Senate Bill 826, which required that “publicly held” corporations that listed a California...more

Stinson - Corporate & Securities Law Blog

Preliminary Planning for the 2022 Proxy Season

Our preliminary list of important planning considerations for the 2022 proxy season is set forth below. - Directors’ and Officers’ Questionnaires; Committee Charters - We have identified only a few possible changes...more

Morgan Lewis

Nasdaq Diversity Rules: A Quick Guide

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According to the proposed Nasdaq board diversity and disclosure rules, listed companies must disclose board-level diversity data and will be required to have two diverse directors—or explain why they don’t meet this...more

Jones Day

California Mandates Representation of Underrepresented Communities on Boards of Public Corporations

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The Situation: California's governor recently signed into effect a new law requiring public corporations whose principal executive offices are located in California to have a certain minimum number of individuals from...more

Dorsey & Whitney LLP

Did You Remember These Developments for the 2020 SEC Reporting Season?

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Preparations for annual reporting on Form 10-K and the 2020 proxy season have begun in earnest for many companies. We have summarized certain governance and disclosure developments that should be considered in the course of...more

Wilson Sonsini Goodrich & Rosati

California-Headquartered Public Companies Must Now Have a Female Director Under California Law

As we previously discussed, on September 30, 2018, former California Governor Jerry Brown signed legislation intended to ensure that public companies headquartered in California have at least one female director. This...more

Allen Matkins

Are Some Publicly Held California Corporations Exempt From The State's Female Board Quota Law?

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Corporations Code Section 301.3(a) provides: "No later than the close of the 2019 calendar year, a publicly held domestic or foreign corporation whose principal executive offices, according to the corporation’s SEC 10-K...more

Allen Matkins

Secretary of State Mails Corporate Filing Reminder

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The California Secretary of State's business programs division is reminding some corporations of their annual filing obligation and California's new female director quota legislation. The reminder is being mailed to...more

Latham & Watkins LLP

Spin-offs Unraveled: Complex ‘IPOs’ With a Sophisticated Tax Overlay - Key Considerations When Spinning Off a Business Segment or...

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In a spin-off, a public company separates one or more of its businesses into new, publicly traded companies. For the public company that initiates it, a spin-off can achieve a number of critical business and financial...more

Allen Matkins

Can A Company Have More Than One Principal Executive Office?

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The Securities and Exchange Commission's Form 10-K requires disclosure of a company's "principal executive offices". The SEC, however, provides no definition of what constitutes a company's "principal executive...more

Allen Matkins

Delaware Corporation Adopts Gender Quota Bylaw

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NantKwest, Inc. is a Delaware corporation with its principal executive offices located in San Diego, California. Last month, NantKwest filed this Form 8-K reporting that it had amended and restated its bylaws "to implement...more

Allen Matkins

Where Is Your Corporation's Principal Executive Office?

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California's new board gender quota law places great weight on the location of a corporation's principal executive offices. The law applies to a publicly held foreign corporation when its principal executive offices,...more

Allen Matkins

Does California's Board Gender Quota Law Put Investors At Risk?

Allen Matkins on

Last October, I wrote that one academic study had concluded that California's enactment of legislation mandating minimum numbers of female directors had already "resulted in a significant decline in shareholder value for...more

Allen Matkins

Key Unanswered Questions About California's Gender Quota Law

Allen Matkins on

The California legislature has directed the Secretary of State to publish a report by March of next year on the number of corporations that are in compliance with the state's unique board gender quota law. The legislature has...more

Cooley LLP

Blog: California Secretary of State publishes “report” about SB 826, California’s new board gender diversity mandate

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As reported on thecorporatecounsel.net blog, the California Secretary of State has published on its website two spreadsheets, dated July 1, 2019, which apparently together constitute its mandated “report” under SB 826,...more

Allen Matkins

Why The Mandated Report On Female Directors Fails To Provide Meaningful Information

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As noted yesterday, the California Secretary of State published a report on its website concerning publicly domestic or foreign corporations with principal executive offices are located in California. This report was required...more

Amundsen Davis LLC

States Mandating Companies’ Board Member Composition

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In an effort to try and help root out discrimination, the Illinois legislature has followed California’s top-down approach of regulating the boardroom to ensure that decision makers include historically disenfranchised...more

White & Case LLP

SEC Adopts Amendments to Modernize and Simplify Disclosure Requirements - And Provides Guidance on the Significantly Streamlined...

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On March 20, 2019, the SEC voted to adopt amendments to modernize and simplify disclosure requirements for public companies, investment advisers, and investment companies. The amended rules, which are based on amendments...more

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