In a spinoff, a public company separates one or more of its businesses into a new, publicly traded company. For the public company that initiates it, a spinoff can achieve a number of critical business and financial...more
In an effort to reverse corporate departures from Delaware, its state legislature amended the Delaware General Corporation Law to overturn multiple Chancery Court decisions....more
5/27/2025
/ Amended Legislation ,
Climate Change ,
Corporate Governance ,
Delaware General Corporation Law ,
Disclosure Requirements ,
EDGAR ,
Filing Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Activism ,
Tariffs
If enacted, the amendments would significantly impact the risk-benefit considerations for public and private companies contemplating reincorporation or going public in a different jurisdiction. ...more
2/25/2025
/ Acquisitions ,
Business Entities ,
Capital Markets ,
Controlling Stockholders ,
Corporate Governance ,
Delaware General Corporation Law ,
Initial Public Offering (IPO) ,
Jurisdiction ,
Mergers ,
Privately Held Corporations ,
Proposed Amendments ,
Publicly-Traded Companies
President Trump’s nominee for SEC Chair, Paul Atkins, advocates a business-friendly, light-touch regulatory philosophy and is expected to lead the agency to retether its rulemaking to the SEC’s three-part statutory mission —...more
SEC Penalizes Director for Misleading D&O Questionnaire Response -
The SEC recently brought an enforcement action against a director for causing violations of the proxy rules by failing to disclose a close personal...more
11/13/2024
/ Beneficial Owner ,
Board of Directors ,
Climate Change ,
Compliance ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
D&O Insurance ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Failure-to-File ,
Form 8-K ,
Investors ,
Materiality ,
Misleading Statements ,
Publicly-Traded Companies ,
Reporting Requirements ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholders
SEC Wins “Shadow Trading” Case -
The SEC notched a major win in its recent Panuwat case, described as the first-ever “shadow trading” enforcement action. After a biotech executive learned about his company’s imminent...more
4/30/2024
/ Artificial Intelligence ,
Beneficial Owner ,
Board of Directors ,
Climate Change ,
Compliance ,
Corporate Governance ,
Corporate Transparency Act ,
Cyber Threats ,
Disclosure Requirements ,
Enforcement Actions ,
Enforcement Priorities ,
FinCEN ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
On October 7, 2023, California Governor Gavin Newsom signed into law two statutes that will require certain companies doing business in California to disclose their GHG emissions (SB 253) and climate-related financial risk...more
12/1/2023
/ Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Filing Deadlines ,
Financial Reporting ,
Governor Newsom ,
Greenhouse Gas Emissions ,
New Legislation ,
Proxy Season ,
Related Parties ,
Shareholder Activism ,
Task Force on Climate-related Financial Disclosures (TCFD)
Corporate reporting (including SEC developments), climate change, energy transition, supply chain management, and the mitigation of ESG-related litigation risk are expected to be the leading ESG themes of this year.
As...more
1/6/2022
/ China ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Greenwashing ,
Publicly-Traded Companies ,
Risk Assessment ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Supply Chain ,
Task Force on Climate-related Financial Disclosures (TCFD)
Environmental, social, and governance (ESG) issues continue to rise in importance for global companies, a trend driven by investors, employees, customers, and other stakeholders. How are companies approaching ESG risks and...more
REIT management and boards of directors should review their defensive profile and consider whether to prepare a rights plan.
Key Points:
..Unprecedented market volatility and investor uncertainty due to the coronavirus...more
Tailored considerations for boards of directors and management in the current environment.
Key Points:
..Hostile takeover activity and stockholder activism often correspond with or follow periods of extreme market...more
The message that environmental, social, and governance issues can drive stockholder value resonates ever more clearly today.
In 2017, Latham lawyers discussed how directors can use environmental, social, and governance...more
In a spin-off, a public company separates one or more of its businesses into new, publicly traded companies. For the public company that initiates it, a spin-off can achieve a number of critical business and financial...more
10/11/2019
/ Board of Directors ,
Capital Markets ,
Capital Structures ,
Corporate Governance ,
Corporate Taxes ,
Form 10-K ,
Initial Public Offering (IPO) ,
Proxy Statements ,
Publicly-Traded Companies ,
Shareholder Rights ,
Tax-Free Spin-Offs
Developing a process for foreign private issuers to pursue frequently beneficial business opportunities.
Investors and regulators in the current corporate governance environment have increased their focus on companies’...more
UPDATE (October 29, 2015): On October 22, 2015, the Staff of the Securities and Exchange Commission’s Division of Corporate Finance issued Staff Legal Bulletin No. 14H1, clarifying when a company may exclude a shareholder...more
As the 2016 proxy season approaches, every public company should consider its position on proxy access and should have a plan for responding to a shareholder proxy access proposal. Based on lessons learned from the 2015...more