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Woodruff Sawyer

Cracks in the Boardroom: Governance Lessons from a High-Profile Public Company Director Exit

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Most director resignations are routine affairs, but that was not the case with a recent and very public director resignation. This resignation and others like it may serve as a cautionary tale for any board. In this week’s...more

Cooley LLP

Antitrust Scrutiny of the ‘Big Three’ Asset Managers’ ESG Policies Heats Up

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As noted in this WSJ article, the Department of Justice and Federal Trade Commission recently raised concerns in a “joint statement of interest” that large asset managers – including the “Big Three” of BlackRock, Vanguard and...more

International Lawyers Network

Establishing a Business Entity in Japan (Updated)

1. Types of Business Entities - 1.1 Description of the types of entities available in each jurisdiction through which to conduct business --- Business entities available for doing business in Japan - 1.1.1...more

Cozen O'Connor

CSA Expands LIFE Exemption: Blanket Relief Order Increases Capital Raising Limits for Listed Issuers

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On May 14, 2025, the Canadian Securities Administrators (the CSA) issued Coordinated Blanket Order 45-935 (the Blanket Order), introducing targeted relief from certain limitations of the Listed Issuer Financing Exemption (the...more

Mayer Brown Free Writings + Perspectives

Rethinking Disclosure: Reimagining Executive Compensation Rules

On June 26, 2025, the Securities and Exchange Commission (“SEC”) will host a roundtable to explore potential changes to executive compensation disclosure requirements.  This event, highlighted in the SEC’s official...more

Vinson & Elkins LLP

U.S. Securities and Exchange Commission to Host Roundtable on Executive Compensation Disclosure Requirements

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The U.S. Securities and Exchange Commission (“SEC”) recently issued a press release announcing that it will host a public roundtable on June 26, 2025, to discuss executive compensation disclosure requirements. The event will...more

Cooley LLP

Changes Brewing For Executive Compensation Disclosure Requirements?

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The Securities and Exchange Commission (SEC) last week announced that, on June 26, 2025, it will host a roundtable meeting to discuss potential updates to the existing executive compensation disclosure requirements. The...more

A&O Shearman

Northern District Of California Dismisses Putative Securities Class Action Against Grocery Delivery Company For Failure To...

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On May 9, 2025, Judge Edward J. Davila of the Northern District of California granted a motion to dismiss a purported securities class action against a grocery delivery company (the “Company”), certain of its officers and...more

Cooley LLP

The SEC’s Upcoming June 26th Executive Pay Roundtable

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On Friday, the SEC announced that it would host a roundtable on executive compensation disclosure requirements on June 26th with investor and public company representatives (and others) as part of the process “to ensure that...more

Wilson Sonsini Goodrich & Rosati

SEC Announces Upcoming Roundtable on Executive Compensation Disclosure Requirements

On May 16, 2025, the U.S. Securities and Exchange Commission announced that it will host a Roundtable on Executive Compensation Disclosure Requirements on June 26, 2025. SEC Chairman Paul S. Atkins issued a statement on the...more

Stinson - Corporate & Securities Law Blog

Is There a Simplification of the SEC’s Executive Compensation Rules in the Works?

The SEC announced today that it will host a roundtable on June 26, 2025, to discuss executive compensation disclosure requirements. The roundtable’s agenda and speakers will be disclosed at a later date....more

Skadden, Arps, Slate, Meagher & Flom LLP

Making Sure Newly Cautious Shareholders Get the Information They Want

Key Points - Revised guidance from the SEC regarding ownership reporting is making institutional investors circumspect about raising issues with management. - Seeking to influence a company’s executive compensation, or...more

Skadden, Arps, Slate, Meagher & Flom LLP

Director Judy Bruner on Finding the Right Mix of Skills for a Board

Well-run boards are constantly evaluating their own make-up, including the optimal mix of skills and experience among their directors. In an interview with The Informed Board, Judy Bruner discusses the ways in which a variety...more

Ropes & Gray LLP

Under New Rule, NYSE-only Listed Companies from Outside North America Can Comply with Holder Distribution Standards on a Global...

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On May 2, the Securities and Exchange Commission approved an amendment to Section 102.01 of the New York Stock Exchange (NYSE) Listed Company Manual allowing companies organized outside North America (i.e., outside the U.S.,...more

Goodwin

Consequences of Forming or Acquiring a Depository Institution

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This second installment in a series of insights on bank charter considerations describes the consequences of operating through an insured depository institution charter, including capital requirements, supervision and...more

Orrick, Herrington & Sutcliffe LLP

UK Founder Series: Charting a New Course – Reincorporating Outside Delaware

Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our...more

Jaburg Wilk

Understanding Arizona Benefit Corporations: A New Era of Business with Purpose

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In today’s rapidly evolving business landscape, many companies are seeking ways to operate not just for profit, but also for a purpose. Arizona has embraced this movement through its recognition of Benefit Corporations, a...more

DarrowEverett LLP

Don’t Go Chasing Simple Waterfalls: Understanding Investment Return Structures

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Waterfalls in private equity and venture capital dictate how investment returns are distributed among stakeholders. These structures determine who gets paid, in what order, and under what conditions. While all waterfalls aim...more

A&O Shearman

ESMA calls for clarity on the qualification of fractional shares

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The European Securities and Markets Authority (ESMA) has published a letter to the European Commission on the inconsistent regulation of trading of fractional shares across the EU. There has been an increase in the...more

International Lawyers Network

Establishing a Business Entity in Japan

1. Types of Business Entities - 1.1 Description of the types of entities available in each jurisdiction through which to conduct business --- Business entities available for doing business in Japan - 1.1.1 ...more

Kohrman Jackson & Krantz LLP

OTC Markets Launches New Market Tier: OTC Pink Companies Must Act Now to Avoid Downgrade

Starting July 1, 2025, the OTC Markets Group will introduce OTCID Basic Market, replacing the current Pink Current tier. The OTC believes that this change will enhance transparency and provide investors with clearer insights...more

Bradley Arant Boult Cummings LLP

Splitting the Pie Fairly: Using Creativity to Achieve a Successful Business Divorce

Throwing the baby out with the bath water is a pithy expression that suggests exercising caution when business partners in private companies are seeking to achieve a business divorce. The majority owner and the departing...more

DarrowEverett LLP

Unlocking Tax-Free Gains: The Power of QSBS in Mergers & Acquisitions

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Internal Revenue Code (IRC) Section 1202 offers a significant tax incentive for investors in qualified small business stock (QSBS). This provision allows eligible shareholders to exclude up to 100% of capital gains realized...more

Robinson+Cole Data Privacy + Security Insider

AppLovin & Its AI: A Lesson in Accuracy

Last week, we explored a recent data breach class action and the litigation risk of such lawsuits. Companies need to be aware of litigation risk not only arising from data breaches, but also from shareholder class actions...more

White & Case LLP

“Under Pressure”: Walking the Fine Line of Section 13(d) Passive Investor Status

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On February 11, 2025, the staff of the Division of Corporation Finance ("Staff") of the U.S. Securities and Exchange Commission ("SEC" or the "Commission") issued new and updated Compliance and Disclosure Interpretations on...more

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