News & Analysis as of

Safe Harbors Disclosure Requirements

WilmerHale

Selected Reminders for Companies Ahead of First Quarter Reporting

WilmerHale on

Global events over the past quarter have had and continue to have a variety of disparate impacts on public companies. Below are some selected disclosure reminders to keep in mind for the upcoming quarterly reporting season,...more

Cole Schotz

State of Delaware Adopts Milestone Amendments to the Delaware General Corporation Law

Cole Schotz on

On March 25, 2025, significant amendments to the General Corporation Law of the State of Delaware (the DGCL), intended to provide greater certainty to transaction planners in light of recent Delaware case law developments,...more

K&L Gates LLP

Important New Safe Harbors and Other Clarifying Changes to Delaware Corporate Law

K&L Gates LLP on

The governor of the State of Delaware—consistent with his pledge to protect the “Delaware franchise”—recently signed into law amendments to Section 144 of the Delaware General Corporation Law (the DGCL) relating to certain...more

Troutman Pepper Locke

Recent SEC Corp/Fin Interpretations of Interest

Troutman Pepper Locke on

In new Compliance and Disclosure Interpretations (see CDIs 256.35 and 256.36) and a related no-action letter (Latham & Watkins LLP, March 12, 2025), the staff of the Securities and Exchange Commission’s Division of...more

BakerHostetler

Delaware Amends General Corporation Law to Create Safe Harbor for Controller Transactions and Place Limitations on a Stockholders’...

BakerHostetler on

Last week, the Delaware Governor signed a bill amending Section 144 of Delaware General Corporation Law (“DGCL”) to create a safe harbor from litigation for transactions between corporations and their controlling...more

McGuireWoods LLP

Seismic Changes, or Welcome Clarity on Stockholder Transactions in Delaware

McGuireWoods LLP on

On March 25, 2025, Delaware Gov. Matt Meyer signed Senate Bill 21 into law. The new laws amend Section 144 of Title 8 of the Delaware General Corporation Law (DGCL) to change how interested-director, interested-officer and...more

Morgan Lewis

Just Passed: Senate Bill Significantly Amends Delaware General Corporation Law

Morgan Lewis on

On March 25, 2025, Senate Bill 21, which significantly amends the Delaware General Corporation Law (DGCL), passed the Delaware General Assembly and was signed into law by Governor Matt Meyer....more

Morris James LLP

Delaware General Corporation Law: Proposed Amendments to Sections 144 and 220

Morris James LLP on

On February 17, 2025, Delaware legislators introduced proposed Senate Bill 21, providing for amendments to Sections 144 and 220 of the Delaware General Corporation Law (DGCL)....more

Akin Gump Strauss Hauer & Feld LLP

SEC Staff Provides Guidance on Private Offerings to Accredited Investors That Permit General Solicitation and Other Exemptions

On March 12, 2025, the U.S. Securities and Exchange Commission (SEC)’s Division of Corporation Finance (SEC Staff) published new and revised Compliance and Disclosure Interpretations (C&DIs) regarding private offering...more

Williams Mullen

Annual Employee Benefits Compliance Checklists - Plan Administrators

Williams Mullen on

Plan administrators should review the following actions to be taken before the end of 2024 and focus on what to expect for 2025. The following checklist addresses plan amendments, notices, and other considerations for...more

Venable LLP

Forward-Looking Statements: Safe Harbors Compliance Guidelines

Venable LLP on

The securities law disclosure framework has evolved to encourage; companies acting in good faith to disseminate relevant projections pertaining to their businesses to the general public "without fear of open-ended liability."...more

Womble Bond Dickinson

Codifying the Experimental Use Exception? USPTO Seeks Public Input

Womble Bond Dickinson on

The United States Patent and Trademark Office (USPTO) released a Notice on the Federal Register (“the Notice”) today requesting public commentary and input on the current state of the experimental use exception. The USPTO is...more

Mintz

DOJ’s Criminal Division Announces Pilot Program on Voluntary Self-Disclosure for Individuals

Mintz on

Drawing on a carrot and stick approach, Department of Justice (“DOJ” or the “Department”) guidance in 2023 focused heavily on incentivizing companies to voluntarily self-disclose their misconduct. This guidance included the...more

Bass, Berry & Sims PLC

CMS Proposes New Mandatory Value-Based Payment Initiative: The Transforming Episode Accountability Model

Bass, Berry & Sims PLC on

The Centers for Medicare & Medicaid Services (CMS) recently proposed the Transforming Episode Accountability Model (TEAM) – a new, mandatory, episode-based alternative payment model in the Fiscal Year 2025 Hospital Inpatient...more

Vinson & Elkins LLP

SEC’s Final Climate-Related Disclosure Rules

Vinson & Elkins LLP on

After much anticipation, on March 6, 2024, the Securities and Exchange Commission (“SEC” or the “Commission”) released its Final Rule—The Enhancement and Standardization of Climate-Related Disclosures for Investors—mandating...more

Quarles & Brady LLP

The SEC Issues Final Climate Disclosure Rules for Public Companies, but Legal Challenges are Pending

Quarles & Brady LLP on

On March 6, 2024, the Securities and Exchange Commission (SEC) finalized its long-awaited climate disclosure rules on a party-line 3-2 vote. The new rules have been significantly watered down from the SEC’s March 21, 2022...more

American Conference Institute (ACI)

[Event] The Brazil Summit on Anti-Corruption, Integrity & ESG - May 22nd - 23rd, São Paulo, Brazil

Hosted by American Conference Institute, the 14th Annual Summit on Anti-Corruption, Integrity & ESG returns to Brazil for another groundbreaking year to discuss the current high-stakes dilemmas impacting your organization....more

Mintz - Energy & Sustainability Viewpoints

SEC Approves Sweeping New Climate Disclosure Rule: Key Takeaways

The Securities & Exchange Commission ("SEC") issued its long-awaited final rule concerning climate disclosures, entitled “The Enhancement and Standardization of Climate-Related Disclosures for Investors” (“Climate Disclosure...more

Seward & Kissel LLP

SEC Adopts Climate-Related Disclosure Regulations

Seward & Kissel LLP on

On March 6, 2024, the Securities and Exchange Commission (SEC) adopted new rules that increase public company reporting requirements regarding climate change.  The new rules, which the SEC originally proposed in March 2022,...more

King & Spalding

SEC Adopts Final Climate Disclosure Rules

King & Spalding on

Proposed rules are moderately scaled-back in final version; Scope 1 and 2 are required if material; Scope 3 is out; compliance will still be burdensome - On March 6, 2024, by a split vote of 3-2, the U.S. Securities and...more

Stinson - Corporate & Securities Law Blog

SEC Adopts Final Climate Rules

The SEC adopted amendments to its rules under the Securities Act of 1933 and Securities Exchange Act of 1934 that will require registrants to provide certain climate related information in their registration statements and...more

Fenwick & West LLP

SEC’s New Disclosure Rules Impact SPACs and Target Companies

Fenwick & West LLP on

Almost two years after the publication of proposed rules (the Proposed Rules) on March 30, 2022, the SEC has adopted final rules (the Final Rules) to enhance disclosure and expand liability in initial public offerings by...more

Vinson & Elkins LLP

SEC Approves Final SPAC Rules

Vinson & Elkins LLP on

On January 24, 2024, the U.S. Securities and Exchange Commission (“SEC”) approved final rules relating to special purpose acquisition companies (“SPACs”). The final rules follow the SEC’s issuance of proposed rules on March...more

Lerman Senter PLLC

FTC Proposes Updates to COPPA Rule

Lerman Senter PLLC on

The FTC is proposing significant changes to the Children’s Online Privacy Protection Act (COPPA) rule to place new restrictions on the use and disclosure of children’s personal information. The COPPA Rule requires websites...more

Seward & Kissel LLP

Annual Report and Shareholder Meeting Season

Seward & Kissel LLP on

This memorandum is for our Capital Markets clients in anticipation of the upcoming annual reporting and shareholder meeting season for 2024. Below you will find key filing deadlines, new disclosure requirements, and general...more

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