Earlier this week, the U.S. Food and Drug Administration (FDA) released draft guidance on the use of cannabis and cannabis-derived compounds in clinical research. This guidance represents an important step towards normalizing...more
From personal protective equipment (PPE) and ventilators to simple consumer goods like toilet paper, hand sanitizer, and cleaning products, shortages caused by COVID-19 have driven up prices for these items and many more. ...more
Last week, we posted a legal update discussing Governor Ducey’s Executive Order 2020-12 (EO-12), which delineated an expansive list of essential services, functions, and businesses that counties, cities, and towns in Arizona...more
As the COVID-19 epidemic worsens, social distancing has given way to more restrictive stay-at-home (otherwise called shelter-in-place) orders issued first on a local level, but often later extended statewide. Although each of...more
The number of COVID-19 cases continues to rise in Arizona and some are suggesting that cities and counties institute further restrictions to respond to this threat, as have been put in place both nationally and...more
Public companies, particularly those in the process of preparing 10-Ks and similar public filings, are now facing the question of what to say about the impact of coronavirus on their business. Below we summarize 10 questions...more
Caremark Developments -- Do You Know What You Don’t Know?
In 1996, the Delaware courts created what has become known as a Caremark claim: an allegation that directors failed to exercise oversight of the organization....more
1/8/2020
/ Blue Bell Creameries ,
Board of Directors ,
Breach of Duty ,
Caremark claim ,
Corporate Governance ,
DE Supreme Court ,
Institutional Shareholder Services (ISS) ,
New Guidance ,
Proposed Amendments ,
Proxy Statements ,
Proxy Voting Guidelines ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
Climate Scorecard. At this point, public companies are keenly aware of the growing emphasis shareholders place on companies’ practices in regard to environmental, social and governance (“ESG”) issues. In furtherance of that...more
1/7/2020
/ Annual Meeting ,
Board of Directors ,
Corporate Governance ,
Corporate Officers ,
Environmental Social & Governance (ESG) ,
Equity Compensation ,
Exclusive Forum ,
Gender Equity ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Publicly-Traded Companies ,
Say-on-Pay ,
Shareholder Proposals ,
Shareholder Rights
Disclosure Simplification (New Rules in Place). In March 2019, the Securities and Exchange Commission (“SEC”) adopted certain amendments as part of its continuing efforts to modernize and simplify provisions of Regulation...more
1/6/2020
/ Corporate Governance ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
Electronic Filing ,
Enforcement Actions ,
Form 10-K ,
GAAP ,
MD&A Statements ,
Mylan Pharmaceuticals ,
Non-GAAP Financial Measures ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
The SECURE Act (the “Act”) passed the House with bipartisan support and is on its way to the Senate with predictions that it could end up on the President’s desk by the end of the year. Here are some highlights of this...more
5/31/2019
/ Benefit Plan Sponsors ,
Defined Contribution Plans ,
Department of Labor (DOL) ,
Disclosure Requirements ,
Distribution Rules ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Individual Retirement Account (IRA) ,
Lifetime Benefits ,
Proposed Legislation ,
Retirement Plan ,
Safe Harbors