In January 2020, Institutional Shareholder Services and the U.S. Securities and Exchange Commission agreed to stay litigation filed by ISS in October challenging the SEC’s interpretation and guidance related to voting...more
2/20/2020
/ Corporate Governance ,
Institutional Shareholder Services (ISS) ,
Interpretive Opinions ,
Motions to Stay Proceedings ,
New Guidance ,
Pending Litigation ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Solicitations ,
Proxy Voting Guidelines ,
Rulemaking Process ,
Securities and Exchange Commission (SEC)
The U.S. Securities and Exchange Commission has issued guidance on the use of financial metrics and has proposed significant amendments pertaining to Regulation S-K’s financial disclosure provisions?. In addition, SEC...more
2/19/2020
/ Climate Change ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Financial Reporting ,
Financial Statements ,
MD&A Statements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Assessment ,
Risk Management ,
Securities and Exchange Commission (SEC)
In 2019, we published analysis to help tech and life sciences companies navigate U.S. tax law changes, an evolving IP landscape and new privacy regulations such as the California Consumer Privacy Act. We also tracked venture...more
1/8/2020
/ ABC Test ,
California Consumer Privacy Act (CCPA) ,
Consumer Privacy Rights ,
Convertible Debt ,
Corporate Governance ,
Data Privacy ,
Debt Financing ,
Direct Listing ,
Diversity ,
Emerging Technology Companies ,
Employer Liability Issues ,
Foreign Tax Credits ,
Hiring & Firing ,
Independent Contractors ,
Intellectual Property Litigation ,
Intellectual Property Protection ,
Internal Revenue Code (IRC) ,
IRS ,
Life Sciences ,
Misclassification ,
New Guidance ,
Pharmaceutical Industry ,
Privacy Laws ,
Proposed Regulation ,
Proxy Season ,
Silicon Valley ,
Startups ,
Tax Credits ,
Tax Cuts and Jobs Act ,
Venture Capital ,
Withholding Tax ,
Woman Board Members
Direct Listings: The What, The Why and Common Misconceptions -
Spotify did it. Slack did it. Many other late-stage private technology companies are reported to be seriously considering doing it. Should yours? In this...more
12/6/2019
/ Best Practices ,
Board of Directors ,
Capital Raising ,
Corporate Governance ,
Direct Listing ,
Emerging Technology Companies ,
Initial Public Offering (IPO) ,
Investment Banks ,
Investment Funds ,
Investors ,
Publicly-Traded Companies ,
Shareholders ,
Venture Capital
Recently, Institutional Shareholder Services (ISS) and Glass Lewis released revisions to their respective proxy voting guidelines for 2020. The ISS and Glass Lewis updates applicable to U.S. companies are discussed separately...more
11/21/2019
/ Audit Committee ,
Board of Directors ,
Corporate Governance ,
Diversity ,
Equity Compensation ,
Equity Plans ,
Executive Compensation ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Say-on-Pay ,
Shareholder Proposals ,
Shareholder Rights
On September 26, 2019, the U.S. Securities and Exchange Commission (SEC) voted to adopt new Rule 163B under the Securities Act of 1933, as amended (Securities Act), to expand the “testing-the-waters” (TTW) accommodation —...more
10/3/2019
/ Accredited Investors ,
Emerging Growth Companies ,
General Solicitation ,
Initial Public Offering (IPO) ,
Institutional Investors ,
Investors ,
JOBS Act ,
New Rules ,
Public Offerings ,
Qualified Institutional Buyers ,
Regulation FD ,
Rule 163B ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Testing-the-Waters Communications
On March 20, 2019, the Securities and Exchange Commission (SEC) adopted amendments to existing rules to modernize and simplify its disclosure obligations. The most significant changes relate to the new streamlined process for...more
4/4/2019
/ Confidential Information ,
Disclosure Requirements ,
EDGAR ,
Emerging Growth Companies ,
Final Rules ,
Form 10-K ,
MD&A Statements ,
New Rules ,
Personally Identifiable Information ,
Publicly-Traded Companies ,
Redaction ,
Regulation S-K ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
Recently, the U.S. Securities and Exchange Commission adopted amendments to certain disclosure requirements in an effort to streamline rules and regulations and to remove requirements that are redundant, duplicative,...more
On February 19, 2019, the U.S. Securities and Exchange Commission (SEC) voted to propose Rule 163B under the Securities Act of 1933, as amended (Securities Act), that would expand the “testing-the-waters” accommodation —...more
2/26/2019
/ Accredited Investors ,
Emerging Growth Companies ,
Initial Public Offering (IPO) ,
Investment Companies ,
Proposed Rules ,
Public Comment ,
Qualified Institutional Buyers ,
Registration Statement ,
Regulation FD ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Testing-the-Waters Communications
In an effort to provide greater transparency to stockholders regarding employee and director incentives, the U.S. Securities and Exchange Commission (SEC) has adopted a final rule implementing a provision of the Dodd-Frank...more
1/4/2019
/ CD&A ,
Consumer Protection Act ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
Hedging ,
Policies and Procedures ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
In an effort to promote capital formation and reduce compliance costs, the U.S. Securities and Exchange Commission has amended its rules to expand the number of public companies that qualify for scaled disclosure...more
In response to investor concerns regarding an increase in the number of technology companies that have been implementing multi-class capital structures, index providers S&P Dow Jones, FTSE Russell and MSCI have adopted or...more