Last month, the SEC announced another enforcement action emphasizing the need for early disclosure of cybersecurity events. In the recent action, the company had taken three weeks to act on internal alerts of malware on its...more
8/14/2024
/ Chevron Deference ,
Conflicts of Interest ,
Controlling Stockholders ,
Cyber Attacks ,
Cybersecurity ,
Elon Musk ,
Financial Accounting ,
Internal Controls ,
Loper Bright Enterprises v Raimondo ,
Malware ,
Proxy Contests ,
Proxy Statements ,
Ransomware ,
Relentless Inc v US Department of Commerce ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Tesla
SEC Wins “Shadow Trading” Case -
The SEC notched a major win in its recent Panuwat case, described as the first-ever “shadow trading” enforcement action. After a biotech executive learned about his company’s imminent...more
4/30/2024
/ Artificial Intelligence ,
Beneficial Owner ,
Board of Directors ,
Climate Change ,
Compliance ,
Corporate Governance ,
Corporate Transparency Act ,
Cyber Threats ,
Disclosure Requirements ,
Enforcement Actions ,
Enforcement Priorities ,
FinCEN ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
On October 7, 2023, California Governor Gavin Newsom signed into law two statutes that will require certain companies doing business in California to disclose their GHG emissions (SB 253) and climate-related financial risk...more
12/1/2023
/ Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Filing Deadlines ,
Financial Reporting ,
Governor Newsom ,
Greenhouse Gas Emissions ,
New Legislation ,
Proxy Season ,
Related Parties ,
Shareholder Activism ,
Task Force on Climate-related Financial Disclosures (TCFD)
SEC Adopts Final Rules on Cybersecurity Disclosures -
The SEC has adopted rules requiring companies to provide disclosure within four business days of determining that a material cybersecurity incident has occurred, and...more
10/18/2023
/ Artificial Intelligence ,
Clawbacks ,
Conflicts of Interest ,
Cyber Incident Reporting ,
Cybersecurity ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
Electronic Communications ,
EU ,
Foreign Subsidies ,
New Guidance ,
New Rules ,
Popular ,
Reporting Requirements ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Text Messages
Recent statements by regulators and new court decisions signal continued scrutiny of SPACs and operating companies going public through de-SPAC mergers.
Key Points:
..The SEC has indicated that it will continue its...more
The decision adopts enhanced scrutiny of director fiduciary duties for de-SPAC transactions, but suggests dismissal may be appropriate when stockholders exercise redemption rights on a fully informed basis.
On January 3,...more
Corporate reporting (including SEC developments), climate change, energy transition, supply chain management, and the mitigation of ESG-related litigation risk are expected to be the leading ESG themes of this year.
As...more
1/6/2022
/ China ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Greenwashing ,
Publicly-Traded Companies ,
Risk Assessment ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Supply Chain ,
Task Force on Climate-related Financial Disclosures (TCFD)
The recent rise to prominence of SPACs provides private equity portfolio companies an alternative method for stock exchange listing and access to the capital markets.
Special purpose acquisition companies (SPACs) have...more
Emerging companies have historically been backed by venture capital funds, but as Europe’s startup scene matures, involvement by more traditional private equity investors is growing, particularly in the tech, consumer, and...more
12/17/2020
/ Buyouts ,
Digital Health ,
Emerging Growth Companies ,
Emerging Technology Companies ,
Investors ,
Life Sciences ,
Private Equity ,
Private Equity Firms ,
Startups ,
Target Company ,
Technology Sector
Environmental, social, and governance (ESG) issues continue to rise in importance for global companies, a trend driven by investors, employees, customers, and other stakeholders. How are companies approaching ESG risks and...more
REIT management and boards of directors should review their defensive profile and consider whether to prepare a rights plan.
Key Points:
..Unprecedented market volatility and investor uncertainty due to the coronavirus...more
Tailored considerations for boards of directors and management in the current environment.
Key Points:
..Hostile takeover activity and stockholder activism often correspond with or follow periods of extreme market...more
The message that environmental, social, and governance issues can drive stockholder value resonates ever more clearly today.
In 2017, Latham lawyers discussed how directors can use environmental, social, and governance...more
In a spin-off, a public company separates one or more of its businesses into new, publicly traded companies. For the public company that initiates it, a spin-off can achieve a number of critical business and financial...more
10/11/2019
/ Board of Directors ,
Capital Markets ,
Capital Structures ,
Corporate Governance ,
Corporate Taxes ,
Form 10-K ,
Initial Public Offering (IPO) ,
Proxy Statements ,
Publicly-Traded Companies ,
Shareholder Rights ,
Tax-Free Spin-Offs
Developing a process for foreign private issuers to pursue frequently beneficial business opportunities.
Investors and regulators in the current corporate governance environment have increased their focus on companies’...more
UPDATE (October 29, 2015): On October 22, 2015, the Staff of the Securities and Exchange Commission’s Division of Corporate Finance issued Staff Legal Bulletin No. 14H1, clarifying when a company may exclude a shareholder...more
As the 2016 proxy season approaches, every public company should consider its position on proxy access and should have a plan for responding to a shareholder proxy access proposal. Based on lessons learned from the 2015...more
The market’s notable uptick in MLP-to-MLP M&A activity, often preceded by an acquisition of the target MLP’s general partner, follows a trend we recently identified.
At least five MLP M&A transactions have been...more
MLP merger and acquisition activity can take a number of different forms to unlock value for sponsors and unitholders.
Background -
In the first half of 2014, master limited partnership (MLP) mergers and...more
North American drilling and production activity is increasing service and technology demands and leading to shifts in capital markets and M&A transactions.
North America continues to be one of the largest oil and gas...more
Last year’s surge in MLP activity likely will continue as investors grow increasingly familiar with the structure and its benefits.
2013 was a year of unprecedented growth in the number of publicly traded MLPs, as well...more