News & Analysis as of

Publicly-Traded Companies

Delaware Supreme Court Issues Significant Decision Addressing Board Compensation

In December 2017, the Delaware Supreme Court issued a significant decision addressing compensation for boards of directors. The opinion also addresses compensation of members of management who serve on the board of directors....more

How Will the SEC Operate in the Event of a Government Shutdown?

The US Securities and Exchange Commission (SEC) has issued an “Operations Plan Under a Lapse in Appropriations and Government Shutdown” (the Operations Plan), which details how the SEC will operate in the event of a...more

Potential SEC Shutdown: Frequently Asked Questions About the Impact on Capital Markets Transactions and Public Companies

The U.S. federal government shutdown that began Saturday has the potential to affect capital markets and public companies in far-reaching ways. While the Securities and Exchange Commission currently plans to operate fully...more

NYSE Rule Change Regarding Dividend Notifications to be Effective February 1, 2018

As we noted, the NYSE proposed, and the SEC approved, a rule change to require NYSE listed companies to provide notice to the NYSE at least ten minutes before making any public announcement with respect to a dividend or stock...more

Potential SEC Shutdown: Frequently Asked Questions About the Impact on Capital Markets Transactions and Public Companies

by Latham & Watkins LLP on

On Friday, January 19, 2018, the Securities and Exchange Commission (SEC) announced that “should there be a federal government shutdown after January 19, the SEC will remain open for a limited number of days, fully staffed...more

Reminders for US Public Companies for the 2018 Annual Reporting and Proxy Season

by White & Case LLP on

This memorandum outlines certain considerations for US public companies in preparation for the 2018 annual reporting and proxy season. Part I of this memorandum discusses new developments and practical action items for the...more

Compensation Season 2018: Section 162(m) and Related Considerations Post-Tax Reform

by White & Case LLP on

On December 22, 2017, the Tax Cuts and Jobs Act (the "Act") was signed into law. The Act includes significant changes to the executive compensation deduction rules contained in §162(m) of the Internal Revenue Code (the...more

Small & Mid-Cap Public Company Update: 2018 Annual Report and Proxy Season Highlights

by Williams Mullen on

With 2017 being another active year for regulators and governance activists, Small & Mid-Cap Public Companies should be aware of the following changes and trends for the upcoming reporting season....more

Compensation in the 2018 Proxy Season: Recent Shakeups Create New Challenges

by Latham & Watkins LLP on

When designing 2018 compensation plans and proxy disclosure, companies should focus on implications of recent developments, as well as enduring compensation considerations. 2018 brings significant changes to the executive...more

US Tax Reform—Disclosure Considerations

by White & Case LLP on

On December 22, 2017, tax reform (the "Tax Act")1 was signed into law. The Tax Act will have significant implications for companies, including on their accounting and associated disclosure, as discussed below. The SEC’s...more

Tax Act: Deductibility of Executive Compensation After Tax Reform

by WilmerHale on

Section 162(m) of the Code generally disallows the deduction of compensation in excess of $1 million paid by a public company to a “covered employee” in any single taxable year. The Tax Act makes the following changes to...more

FASB to Revise Accounting for Tax Act

FASB received unsolicited input from banks and insurance companies and related trade groups on the accounting for what is referred to as the Tax Cuts and Jobs Act. Based on the input, FASB has tentatively decided to revise...more

Hot Topic for 2018 Proxy Season: Director Compensation in Wake of New Delaware Supreme Court Ruling

by Pepper Hamilton LLP on

In an important recent opinion, the Delaware Supreme Court ruled in In re Investors Bancorp, Inc. Stockholder Litigation that certain director compensation decisions would be reviewed under the “entire fairness” standard...more

SEC Guidance regarding the Tax Cuts and Jobs Act

You may have heard that the Republican tax overhaul (originally known as the Tax Cuts and Jobs Act of 2017) was signed into law on December 22, 2017. That same day, the SEC staff provided helpful disclosure guidance in the...more

Court Punishes Company For Statement Of Belief

by Allen Matkins on

Thomas Carlyle famously called economics, the "dismal science". Sometimes, the law can be equally disheartening. Imagine trying to explain to a client that a statement that the company is "on track" to meet its projections...more

SEC Staff provides Guidance for Public Companies on Tax Cuts and Jobs Act

by Dorsey & Whitney LLP on

On December 22, 2017, the Securities and Exchange Commission announced publication of staff guidance for issuers, auditors, and others to ensure timely public disclosures of the accounting impacts of the Tax Cuts and Jobs Act...more

Changes to the UK Takeover Code

by Reed Smith on

The UK Takeover Panel has published important changes to its rules governing takeovers of public companies in the UK. The most significant changes continue the ongoing theme since 2011 of rebalancing the Takeover Code more in...more

Code Section 162(m) Changes – What You Should be Thinking About Now

by Foley & Lardner LLP on

The “Bottom Line” - Learn the new rules for who is a “covered employee” and keep track of these individuals because “once a covered employee, always a covered employee” Evaluate compensation arrangements and contracts...more

Tax Cuts and Jobs Act of 2017

by Cohen & Grigsby, P.C on

On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the “TCJA”), the most comprehensive tax reform passed in decades. The majority of the changes in the TCJA affect individual and corporate income...more

Delaware Court of Chancery Dismisses Challenge to Acquisition of VC-Backed Public Company

In late 2017, the Delaware Court of Chancery issued an important decision rejecting a post-closing challenge to the sale of a venture capital-backed public company. The decision, van der Fluit v. Yates,1 by Vice Chancellor...more

Guide to Financial Statement Requirements in US Securities Offerings by Non-US Issuers 2018

by Latham & Watkins LLP on

The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more

Federal Court Finds “Oral Downloads” to SEC Waived Attorney Work Product Protection

by Dechert LLP on

U.S. Magistrate Judge Jonathan Goodman, in the Southern District of Florida, ruled last month that outside counsel’s “oral downloads” of internal investigation findings to the Staff of the Securities and Exchange Commission...more

Section 162(m) After the Tax Cuts and Jobs Act: What to Do Now

On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the Act), which includes significant changes to the executive compensation deduction rules in Section 162(m) of the Internal Revenue Code (Code)...more

SEC Staff Guidance for Addressing Impacts of Tax Cuts and Jobs Act

by WilmerHale on

On December 22, 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 (SAB 118) to assist companies comply with applicable accounting rules regarding the impact of the 2017 Tax Cuts and Jobs...more

SEC Staff’s Latest Guidance Presents Dilemma for Companies Seeking to Exclude Shareholder Proposals on Environmental and Social...

by Dorsey & Whitney LLP on

On November 1, 2017, the SEC Division of Corporation Finance issued a Staff Legal Bulletin No. 14I (“SLB 14I”), which includes guidance on the scope and application of the “ordinary business” basis for excluding shareholder...more

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