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SVB and Distressed Banks: Lessons Learned from a Wild Weekend

US governmental authorities, including the US Department of the Treasury, the Board of Governors of the Federal Reserve System, and the Federal Deposit Insurance Corporation, took actions to provide both insured and uninsured...more

Silicon Valley Bank Collapse: Initial Issues Raised

The California Department of Financial Protection & Innovation on March 10 declared Silicon Valley Bank insolvent and appointed the FDIC as receiver. To help with the resolution of SVB, the FDIC created the Deposit Insurance...more

Delaware Provides Remedy to Multi-Share Class Corporations’ Uncertainty After Boxed

In Garfield v. Boxed Inc., the Delaware Court of Chancery held that a stockholder’s counsel was entitled to an $850,000 fee resulting from the benefit conferred upon the company by alerting its board of directors that an...more

The Trends—and Traps—that Will Shape 2023

The last few years have thrown many surprises at businesses. Organizations across all sectors have faced inflation, global conflicts, supply chain challenges, a pandemic, and continually changing government policies. In 2023,...more

Issuers Should Review Risk Factor Disclosures Amid US–China Tensions

Geopolitical, trade, and investment tensions between the United States and China continue due to differences on such issues as the Russia-Ukraine conflict, Taiwan, Xinjiang, Hong Kong, Tibet, the South China Sea, human...more

SEC Adopts Significant Changes to Rule 10b5-1 Affecting Trading by Insiders

The US Securities and Exchange Commission (SEC) on December 14, 2022, finalized amendments to Rule 10b5-1 that will both amend the Rule 10b5-1(c)(1) affirmative defense to insider trading liability and create new disclosure...more

Public Companies: Consider Updating Disclosures to Reflect Risks Posed by Cryptoasset Markets

Just shy of a month since FTX declared bankruptcy, the US Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance (Division or staff) published informal guidance on how public companies could be asked to...more

SEC’s Proposed Rule 14a-8 Amendments Further Signal Support for Inclusion of Shareholder Proposals in Proxy Statements

The US Securities and Exchange Commission on July 13 proposed amendments to the shareholder proposal rule, which governs the process for including or excluding a shareholder proposal in a company’s proxy statement....more

Bipartisan Proposal Attempts to Provide Solutions for Comprehensive Regulation of Digital Assets

On June 7, 2022, Senators Cynthia Lummis (R-WY) and Kirsten Gillibrand (D-NY) introduced the Responsible Financial Innovation Act (RFIA), a bipartisan effort to develop and provide greater regulatory clarity to the eclectic...more

How Public Companies Can Prepare for the SEC’s Proposed Climate-Related Disclosure Rules

In a historical proposed rulemaking, the US Securities and Exchange Commission marked the first time it has indicated that climate-related disclosure is material information that all public companies must provide regardless...more

SEC’s Proposed Rules Aim to Protect Investors—Will They Stop SPACs in Their Tracks?

The US Securities and Exchange Commission recently proposed new rules and amendments relating to initial public offerings by special purpose acquisition companies and to business combinations involving shell companies and...more

SEC Begins Identifying Public Companies under the Holding Foreign Companies Accountable Act

Per the Holding Foreign Companies Accountable Act, the US Securities and Exchange Commission has begun identifying public companies that retained audit firms that the Public Company Accounting Oversight Board has determined...more

Biden-Harris Administration Takes On Digital Asset Regulation

US President Joseph Biden’s recent executive order outlines the administration’s first take on regulating the digital asset industry, which includes cryptocurrency and non-fungible tokens. The order lays out six policy...more

SEC Proposes Mandatory Cybersecurity Disclosures

The US Securities and Exchange Commission has proposed new rules and amendments to mandate disclosure regarding cybersecurity risk management, strategy, governance, and incident reporting, including amendments to Form 8-K,...more

Public Companies: Consider Russia and Ukraine in Upcoming Risk Factor Disclosure

Public companies should consider the impact of new sanctions on Russia in assessing risk factor disclosure for upcoming annual reports on Form 10-K and quarterly reports on Form 10-Q. ...more

SEC Proposes Amendments to Beneficial Ownership Reporting Rules

The US Securities and Exchange Commission proposed amendments on February 10 with respect to reporting beneficial ownership on Schedules 13D and 13G that, if adopted as proposed, would significantly shorten the period for...more

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