On July 17, 2024, Delaware Governor John Carney signed into law amendments to the Delaware General Corporation Law (DGCL) from Senate Bill 313 that had sparked considerable controversy within the corporate law and governance...more
In this midyear update, we cover a number of significant corporate governance developments that have taken place over the first half of the year and since our Corporate Governance 2023 Year-End Review....more
On May 21, 2024, the director of the SEC’s Division of Corporation Finance, Erik Gerding, issued a statement regarding the new requirement to disclose material cybersecurity incidents on Form 8-K. The SEC’s latest...more
The Fifth Circuit has vacated the opinion we discussed in our Oct. 30, 2023, client alert Diversity in the Boardroom: Fifth Circuit Rejects Challenge to the SEC Nasdaq Board Diversity Rules; En Banc Petition Quickly Filed and...more
On Jan. 24, 2024, the Securities and Exchange Commission (SEC) adopted final rules that significantly expand disclosure and other requirements for initial public offerings (IPOs) by special purpose acquisition companies...more
The U.S. Court of Appeals for the Fifth Circuit (Court) recently rejected challenges to Nasdaq’s “Board Diversity” framework. Those rules require Nasdaq-listed companies to report that they have, or explain why they do not...more
On Oct. 10, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (Exchange Act)....more
By a 3-2 vote on July 26, the U.S. Securities and Exchange Commission (SEC) adopted final rules enhancing disclosure requirements regarding public companies’ cybersecurity risk management, strategy, governance and incident...more
The public and private focus on corporate governance continued apace in the first half of 2023. In recent months, there were notable developments in jurisprudence potentially impacting corporate diversity initiatives and in...more
7/12/2023
/ 10b5-1 Plans ,
Civil Rights Act ,
Corporate Governance ,
Cybersecurity ,
Data Breach ,
Department of Justice (DOJ) ,
Export Administration Regulations (EAR) ,
Fourteenth Amendment ,
Popular ,
Sanction Violations ,
Section 11 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Title VI ,
Wells Fargo
In connection to its adoption of amendments to Rule 10b5-1 in December 2022, the Securities and Exchange Commission (SEC) released three new compliance and disclosure interpretations (C&DIs) on May 25, 2023. The new C&DIs...more
On May 3, 2023, the Securities and Exchange Commission (SEC) adopted amendments to increase disclosures for issuer repurchases of shares or other equity securities that are registered under Section 12 of the Securities...more
5/12/2023
/ 10b5-1 Plans ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Form 10-K ,
Form 10-Q ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Repurchases
The Securities and Exchange Commission (SEC) recently entered into a consent order with IT services company DXC Technology (DXC) with respect to DXC’s alleged violations of the Securities Act and the Exchange Act. The SEC...more
In an era of increasing cyberattacks by varying threat actors, the board's oversight of cybersecurity risks remains a key responsibility. In two recent cases, the Delaware Court of Chancery (Chancery Court) dismissed Caremark...more
On Feb. 15, the Securities and Exchange Commission (SEC) adopted final rule amendments to Exchange Act Rule 15c6-1 to shorten the standard settlement cycle for most securities transactions from two business days after trade...more
Since Kramer Levin issued its Corporate Governance: 2022 Midyear Review, a wave of enforcement actions by the Department of Justice (DOJ) and Securities and Exchange Commission (SEC) has underscored the continued importance...more
On Dec. 8, 2022, the Securities and Exchange Commission’s (SEC) Division of Corporate Finance (the Division) posted a sample comment letter (the Letter) on its website that provides guidance to public companies regarding the...more
On December 13, 2022, the SEC’s Division of Corporation Finance updated several Compliance and Disclosure Interpretations addressing the presentation of non-GAAP financial measures, available here. The updates are as...more
On Dec. 14, 2022, the Securities and Exchange Commission (SEC) adopted amendments to Rule 10b5-1, generally in the form issued for comment in January 2022 (replacing the version initially published on Dec. 15, 2021), which we...more
The Securities and Exchange Commission (SEC or Commission) has been accused of “regulation by enforcement” when it comes to the standard for determining whether a crypto token is a security. Part of this stems from the fact...more
11/15/2022
/ Corporate Counsel ,
Cryptoassets ,
Decentralized Autonomous Organization (DAO) ,
Digital Assets ,
Howey ,
Initial Coin Offering (ICOs) ,
New Guidance ,
No-Action Letters ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Tokens ,
Token Sales
On Oct. 26, the SEC adopted a final rule addressing the obligations of listed issuers or “companies” to recover incentive-based compensation paid to executive officers prior to an accounting restatement. The final rule will...more
Efforts to increase diversity at the top of public companies remain at the forefront of corporate consciousness and governance. As we have previously reported , stakeholder interest in diversified leadership has led to a...more
The chair of the U.S. Securities and Exchange Commission (SEC), Gary Gensler, issued his starkest warning yet to those in the crypto industry issuing tokens, at the SEC Speaks event. Gensler stated his belief that of crypto...more
The Securities and Exchange Commission (SEC) kept up with their plan to increase enforcement on the sale of crypto assets in filing a complaint against Dragonchain for engaging in an unlawful offer and sale of securities in...more
Environment, social and governance (ESG) or “sustainability” factors are criteria that are used to measure a company in a way that is not typically included in the company’s financial statements. For example, ESG can include...more
On May 13, the Superior Court of California, County of Los Angeles, issued a verdict following a bench trial that effectively struck down SB 826, a California statute requiring the boards of public corporations based in the...more