On January 27, 2023, the SEC’s Division of Corporation Finance (Corp Fin) published four new Compliance and Disclosure Interpretations (CDIs) relating to the SEC’s recently adopted clawback rules. Please refer to our previous Client Alert for more information on the
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Delaware Court of Chancery Issues Two Opinions in the SPAC Context
In recent weeks, the Delaware Court of Chancery has issued two noteworthy opinions in the special purpose acquisition company (SPAC) context—one related to fiduciary duties and one related to the technical question of when a class or series of stock…
Webinar Alert | 10b5-1 SEC Updates, January 25
10b5-1 SEC Updates
Partner and Known Trends Editorial Board member Richard Blake joins Rich Baker, Executive Director at Morgan Stanley Executive Financial Services, for a discussion on “10b5-1 SEC Updates.” Their conversation will address the recent amendments to Rule 10b5-1,…
Shareholder Engagement: Looking Ahead to 2023
In our recent Client Alert, we provide a look back at 2022, a review of the universal proxy rules, and considerations for shareholder engagement in 2023. Shareholder engagement runs the gamut from preparing for successful quarterly earnings calls to…
How Long Does It Usually Take for SEC Rules To Be Published in the Federal Register?
The U.S. Securities and Exchange Commission (SEC), under Chair Gary Gensler, has a robust rulemaking agenda with substantial new governance and disclosure requirements and proposed requirements. In 2022, the SEC approved a number of proposed and final rules, which, in…
NYSE Publishes 2023 Annual Guidance Letter
On January 17, 2023, the New York Stock Exchange (NYSE) published its annual Listed Company Compliance Guide for NYSE Issuers (Guidance Letter). This year’s Guidance Letter provides useful reminders of NYSE-specific rules and policies. It also includes a reminder of…
2022 Silicon Valley 150 Corporate Governance Report
We are pleased to share our 2022 Silicon Valley 150 Corporate Governance Report, which reviews the corporate governance practices and disclosures of the Valley’s largest public companies. The report includes information regarding board matters, officer matters, defensive measures, proxy…
Treasury and the IRS Release Interim Guidance on One-Percent Excise Tax on Stock Repurchases by Publicly Traded Companies
On December 27, 2022, the U.S. Department of the Treasury and the Internal Revenue Service issued Notice 2023-2 (the Notice), announcing their intention to issue proposed regulations addressing the application of the new one percent excise tax on certain stock repurchases…
Sneak Peek of the Silicon Valley 150 Companies’ Governance Practices—Part II
In our earlier post, we provided some early data points on the governance practices of the Silicon Valley 150, specifically relating to the prevalence of the classified board structure and dual or multi-class common stock. In this post, we…
SEC Publishes Updated Rulemaking Agenda
On January 4, 2023, the U.S. Securities and Exchange Commission (SEC) published its Fall 2022 Regulatory Flexibility Agenda (Rulemaking Agenda). The Rulemaking Agenda summarizes the SEC’s planned regulatory actions over the next 12 months, thus providing insights into the priorities…