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
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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…
Sneak Peek of the Silicon Valley 150 Companies’ Governance Practices—Part I
Wilson Sonsini annually publishes the Silicon Valley 150 Corporate Governance Report, which summarizes the governance practices of the Valley’s largest public companies. The report uses the Lonergan SV1501, which includes the top 150 public companies (by annual sales) with headquarters…
SEC Adopts Final Amendments to Rule 10b5-1 and Related Disclosure Requirements
In our Client Alert, we discuss the final rules adopted by the U.S. Securities and Exchange Commission (SEC) on December 14, 2022, which amend Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) to impose additional conditions…
SEC Provides Important Updates to Non-GAAP Disclosure Guidance
In our recent Client Alert, we discuss the updates made to the Non-GAAP Financial Measures Compliance and Disclosure Interpretations issued by the staff (Staff) of the Division of Corporation Finance of the U.S. Securities and Exchange on December 13,…
Reminders for the Annual Report on Form 10-K
As preparations for annual reports on Form 10-K get underway for calendar fiscal year-end companies, we wanted to provide some helpful reminders that companies should consider as they commence work on their annual reports, as well as considerations for potential…
SEC Filing Deadline Calendars for 2023
Our U.S. Securities and Exchange Commission (SEC) filing deadline calendars for 2023 have been posted on our Resources page. These calendars reflect annual and quarterly filing deadlines for large accelerated filers, accelerated filers, and non-accelerated filers with a December 31…
ISS and Glass Lewis Publish Updated Proxy Voting Guidelines
As we look forward to the 2023 proxy season, Institutional Shareholder Services (ISS) and Glass Lewis & Co. (Glass Lewis), two prominent proxy advisory firms, each recently published their latest voting guidelines for the upcoming proxy season. In our Client…