ESG Essentials: What You Need To Know Now - Episode 17 - The Evolution of ESG Enforcement Under the SEC
Episode 338 -- Deep Dive into the Deere SEC FCPA Case
PODCAST: Williams Mullen's Raising Capital 101: A Securities Podcast - What Makes it a Securities Offering?
All Things Investigations: Anchored in Fraud: Mike DeBernardis and Shayda Vance on Austal USA’s Scandal
The Legal Tightrope: Surviving Parallel Investigations
Navigating Government Contracts: Diana Shaw on Oversight and Whistleblower Protections
From Court to Code: Smart Contracts and Arbitration
Episode 335 -- The New DOJ Whistleblower Program
Navigating Emerging Privacy Issues in Financial Services — The Consumer Finance Podcast
Implications of the SEC Cybersecurity Disclosure Rule
Corruption, Crime and Compliance: SEC Suffers Dismissal of Claims in Solarwinds Securities Fraud Case
Episode 334 -- District Court Dismisses Bulk of SEC Claims Against Solarwinds
The Woody Report: The Solar Winds Dismissal
In That Case: Securities and Exchange Commission v. Jarkesy
Corruption, Crime and Compliance: Deep Dive into The SEC’s Settlement with R&R Donnelly on Cybersecurity Controls
Episode 332 -- Deep Dive into SEC’s Internal Controls and Cybersecurity Settlement with R&R Donnelly
The Justice Insiders Podcast: Jarkesy’s Implications for the Administrative State
DE Under 3: OFCCP Must Shut Down its Administrative Court Prosecutions as a Result of SCOTUS’ SEC Jury Trial Case Decision
Dogecoin’s Day in Court
Unpacking the Lummis-Gillibrand Payment Stablecoin Act: Implications for the Digital Asset Industry — The Crypto Exchange Podcast
As most public companies enter their fourth fiscal quarter and look ahead to filing their Form 10-Ks and proxy statements, a recent settlement agreement announced by the Securities and Exchange Commission (the SEC) serves as...more
As the summer heat fades and leaves begin to fall, so, too, does the Securities and Exchange Commission’s regulatory momentum—at least for now. With the presidential election on the horizon, the fate of several key rulemaking...more
Section 13(b)(2)(B) of the Securities Exchange Act of 1934 requires public companies to “devise and maintain a system of internal accounting controls.” In a recent opinion, a New York federal court rejected the Securities...more
The U.S. District Court for the Southern District of New York has dismissed many of the Securities and Exchange Commission’s (SEC’s) claims against software development company SolarWinds and its chief information security...more
In the July edition of our Public Company Watch, we cover key issues impacting public companies, including the new Compliance and Disclosure Interpretations related to the cybersecurity disclosure rules and the recent SEC...more
In this issue, we discuss Delaware court developments, including the first-ever dismissal of a SPAC disclosure complaint, as well as rulings pertaining to financial advisor conflict and disclosure law, state laws involving...more
The first half of 2024 has been a watershed moment for the development of controller law in the Delaware courts. Among the highlights, the Delaware Supreme Court reexamined and confirmed that transactions involving a...more
A company cannot be sued by private parties under Rule 10b-5(b) for a “pure omission” but can be liable for omissions that render other statements misleading. “Pure omissions” cannot be attacked in private 10b-5(b)...more
The U.S. Supreme Court has unanimously ruled that pure silence in MD&A statements are not actionable in shareholder securities fraud cases. The case is important for issuers and shareholders alike for several reasons: -...more
The U.S. Securities and Exchange Commission (SEC or Commission) finalized its climate change disclosure rule on March 6, 2024, reducing the final disclosure obligations from the initial proposal after thousands of comments...more
On March 6, 2024, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring companies to provide certain climate-related information in their annual reports and registration statements. The SEC Fact...more
Cyber incidents are among the fastest-growing existential threats to publicly traded companies. More than a technical headache, breaches can materially impact your bottom line—and the mere news of an incident can send stocks...more
On November 21, 2023, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued eight new Compliance & Disclosure Interpretations (C&DIs), and revised two previously issued C&DIs,...more
On October 31, the U.S. Court of Appeals for the Fifth Circuit (Fifth Circuit) issued an opinion finding that the U.S. Securities and Exchange Commission (SEC) violated the Administration Procedure Act when adopting recent...more
Over the weekend, California Governor Gavin Newsom signed into law two major climate-related disclosure bills, Senate Bill 253: Climate Corporate Data Accountability Act (SB 253) and Senate Bill 261: Greenhouse Gases:...more
On July 26, 2023, the U.S. Securities and Exchange Commission (SEC) announced that it adopted final rules requiring disclosure by public companies of material cybersecurity incidents in a Current Report on Form 8-K, and of...more
The Securities and Exchange Commission yesterday adopted new rules requiring registrants to disclose on Form 8-K any cybersecurity incident which they determine to be material. The new Item 1.05 requires description of the...more
Who may be interested: Registered Investment Companies; Registered Investment Advisers; Boards of Directors; Compliance Staff. Quick Take: The SEC recently settled charges against a registered investment adviser (Adviser)...more
On May 3, 2023, by a 3-2 vote, the Securities and Exchange Commission (SEC) adopted amendments to disclosure rules (the “new buyback disclosure rules”) relating to repurchases of equity securities by issuers (or repurchases...more
Environmental, social and governance (ESG) concerns and how companies respond to them continue to generate scrutiny from a large number of stakeholders. Last year, in our ESG in Silicon Valley: A Look at the ESG Disclosure...more
On January 9, 2023, the Securities and Exchange Commission (“SEC”) issued a cease-and-desist order (the “Order”)1 charging McDonald’s Corporation (“McDonald’s”) and its ex-CEO, Stephen Easterbrook, with multiple disclosure...more
Wilson Sonsini Goodrich & Rosati is pleased to present our 2022 Silicon Valley 150 Corporate Governance Report, which reviews the corporate governance practices and disclosures of the Valley’s largest public companies. ...more
On December 14, 2022, the Securities and Exchange Commission ("SEC") adopted amendments to Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Plans adopted pursuant to Rule 10b5-1...more
On December 14, 2022, the U.S. Securities and Exchange Commission (SEC) adopted several amendments and new disclosure requirements intended to address what it perceives may be abusive practices relating to Rule 10b5-1 trading...more
In August 2000, the Securities and Exchange Commission (“SEC”) adopted Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which, among other things, established an affirmative defense to a...more