It is not uncommon for a corporation to have net operating losses ("NOLs") that may be carried forward from year-to-year, and may be used to offset the corporation’s taxable income in future years. A corporation’s ability to...more
Location/Format of Annual Meeting. Given the continuing uncertainty surrounding the constantly evolving COVID-19 pandemic situation, an important decision for companies as we head into the proxy season will be the format of...more
COVID-19 Considerations. As companies prepare their annual reports, they should consider refreshing their various disclosures about COVID-19. Particular attention should be given to COVID-19 disclosures in the MD&A, Risk...more
1/3/2022
/ Coronavirus/COVID-19 ,
Cybersecurity ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
Human Capital ,
Labor Shortage ,
MD&A Statements ,
Non-GAAP Financial Measures ,
Regulation S-K ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
Supply Chain ,
Supply Shortages
Amendments to Regulation S-K Items 300. In 2020, the Securities and Exchange Commission (“SEC”) adopted amendments to Items 301 (Selected Financial Data), Item 302 (Supplementary Financial Information), and Item 303...more
12/31/2021
/ 10b5-1 Plans ,
Capital Expenditures ,
Climate Change ,
Disclosure Requirements ,
Dodd-Frank ,
Goods or Services ,
Greenhouse Gas Emissions ,
Human Capital ,
MD&A Statements ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934
Holding Your Annual Meeting Virtually—Lessons Learned From 2020 -
In light of the circumstances surrounding the COVID-19 pandemic, it comes as no surprise that there was a dramatic increase in the number of virtual...more
12/30/2020
/ Annual Meeting ,
Board of Directors ,
Business Continuity Plans ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Diversity ,
Institutional Shareholder Services (ISS) ,
Lobbying ,
Proxy Season ,
Publicly-Traded Companies ,
Shareholder Meetings ,
Shareholder Proposals ,
Virtual Meetings
With the issues of social justice, systemic racism, bias and inequality drawing heighted attention since George Floyd’s killing, the passage of AB-979 makes California the first state to require public companies with their...more
Earlier this week, the U.S. Food and Drug Administration (FDA) released draft guidance on the use of cannabis and cannabis-derived compounds in clinical research. This guidance represents an important step towards normalizing...more
On June 5, 2020, Los Angeles Mayor Eric Garcetti signed into law an ordinance which temporarily limits third-party food delivery charges to local restaurants and other eat-in and carry-out service companies as part of the...more
As the COVID-19 epidemic worsens, social distancing has given way to more restrictive stay-at-home (otherwise called shelter-in-place) orders issued first on a local level, but often later extended statewide. Although each of...more
Public companies, particularly those in the process of preparing 10-Ks and similar public filings, are now facing the question of what to say about the impact of coronavirus on their business. Below we summarize 10 questions...more
Caremark Developments -- Do You Know What You Don’t Know?
In 1996, the Delaware courts created what has become known as a Caremark claim: an allegation that directors failed to exercise oversight of the organization....more
1/8/2020
/ Blue Bell Creameries ,
Board of Directors ,
Breach of Duty ,
Caremark claim ,
Corporate Governance ,
DE Supreme Court ,
Institutional Shareholder Services (ISS) ,
New Guidance ,
Proposed Amendments ,
Proxy Statements ,
Proxy Voting Guidelines ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
Climate Scorecard. At this point, public companies are keenly aware of the growing emphasis shareholders place on companies’ practices in regard to environmental, social and governance (“ESG”) issues. In furtherance of that...more
1/7/2020
/ Annual Meeting ,
Board of Directors ,
Corporate Governance ,
Corporate Officers ,
Environmental Social & Governance (ESG) ,
Equity Compensation ,
Exclusive Forum ,
Gender Equity ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Publicly-Traded Companies ,
Say-on-Pay ,
Shareholder Proposals ,
Shareholder Rights
Disclosure Simplification (New Rules in Place). In March 2019, the Securities and Exchange Commission (“SEC”) adopted certain amendments as part of its continuing efforts to modernize and simplify provisions of Regulation...more
1/6/2020
/ Corporate Governance ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
Electronic Filing ,
Enforcement Actions ,
Form 10-K ,
GAAP ,
MD&A Statements ,
Mylan Pharmaceuticals ,
Non-GAAP Financial Measures ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
In late 2018, California enacted SB 826, a first-in-the-nation law requiring that a public company headquartered in California have at least one woman on its board of directors. While the law is particularly important for...more
SEC Adopts Final Rules for Disclosure of Hedging Policies. On December 18, 2018, the SEC approved final rules regarding the disclosure of a company’s hedging practices or policies, as mandated by the Dodd-Frank Act. This...more
12/26/2018
/ Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Final Rules ,
GAAP ,
MD&A Statements ,
Proposed Amendments ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
SASB ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Proposals ,
Shareholders ,
Smaller Reporting Companies
Dear clients and friends,
We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more
12/27/2017
/ C&DIs ,
Conflict Mineral Rules ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Financial CHOICE Act ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Nasdaq ,
NYSE ,
Pay Ratio ,
Proxy Season ,
Proxy Voting Guidelines ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
Effective January 1, 2018, the U.S. Small Business Administration (SBA) will only process loans to fund the acquisition and development of new franchises if the franchisor is listed on the SBA’s new Franchise Directory....more
Lauded as one of the most important franchise cases in the recent past, Patterson v. Domino’s established a new standard for addressing vicarious liability issues in California. In reaching its decision that Domino’s was not...more
1/5/2017
/ Browning-Ferris Industries of California Inc. ,
CA Supreme Court ,
Contract Drafting ,
Control Test ,
Corporate Branding ,
Dominos ,
Employee Handbooks ,
Employee Training ,
Employer Liability Issues ,
Franchise Agreements ,
Franchisee ,
Franchisors ,
Independent Contractors ,
Joint Employers ,
McDonalds ,
Means Test ,
Sexual Harassment ,
Trade Dress ,
Vicarious Liability
Dear clients and friends,
We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more
12/23/2016
/ Blue Sky Laws ,
Board of Directors ,
Bylaws ,
Clawbacks ,
Conflict Mineral Rules ,
Director Compensation ,
Directors ,
Diversity ,
Dodd-Frank ,
Financial Industry Regulatory Authority (FINRA) ,
Glass Lewis ,
Golden Leash Arrangements ,
Hedging ,
Initial Public Offering (IPO) ,
Institutional Shareholder Services (ISS) ,
JOBS Act ,
Nasdaq ,
No-Action Letters ,
Non-GAAP Financial Measures ,
Pay Ratio ,
Pay-for-Performance ,
Proxy Access ,
Proxy Season ,
Proxy Voting Guidelines ,
Regulation A ,
Say-on-Pay ,
Section 162(m) ,
Securities and Exchange Commission (SEC) ,
Shareholder Distributions ,
Shareholders ,
Tenure ,
Universal Proxy
Dear clients and friends,
We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more
12/29/2015
/ Audits ,
Board of Directors ,
Clawbacks ,
Conflict Mineral Rules ,
Conflicting Proposals ,
Corporate Governance ,
Corporate Officers ,
FASB ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Nasdaq ,
Notice Requirements ,
NYSE ,
Pay Ratio ,
Pay-for-Performance ,
PCAOB ,
Proxy Access ,
Securities and Exchange Commission (SEC) ,
Shareholders
Dear clients and friends,
We present to you our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC...more
In September 2013, the SEC significantly relaxed restrictions that had been in place for over 80 years on companies’ ability to advertise for investors. The old rule, generally referred to as the “ban on general...more
In this issue of the Corporate Communicator we bring you two short articles on important developments from the SEC relating to private securities offerings and private M&A transactions. In the first article, we discuss the...more
Last month, the Supreme Court agreed to reconsider the “fraud-on-the-market” presumption, an underpinning of class-action securities litigation for the last 25 years. The Court’s decision to grant certiorari in Halliburton...more
2014 ANNUAL MEETING SEASON -
Dear clients and friends,
We present to you our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy...more
12/30/2013
/ Annual Meeting ,
Annual Reports ,
Chief Compliance Officers ,
Compliance ,
Conflict Mineral Rules ,
Corporate Counsel ,
Corporate Governance ,
Dodd-Frank ,
Executive Compensation ,
Nasdaq ,
NYSE ,
Pay Ratio ,
Proxy Season ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Year-End Planning