Compliance into the Weeds: The SEC and Climate Disclosures
PODCAST: Trending Now An IP Podcast - Patent Office Secrecy Orders
Life Sciences Quarterly (Q3 2019): SEC Enforcement and Class Actions Regarding FDA Communications
Impact of environmental, social and governance agenda on tax
This Week in FCPA-Episode 80, The Last Jedi Edition
Life Sciences Quarterly: A View From Washington: What to Expect From the SEC
Compliance into the Weeds-Episode 39, Disclosure of Ransomware Attacks
Do the U.S. securities law accommodations through the “foreign private issuer” (FPI) construct benefit the intended entities? That’s the fundamental question that the U.S. Securities and Exchange Commission (SEC) is analyzing...more
As noted in the April edition of this newsletter, the FCA consulted in February 2024 and November 2024 on proposed measures to update and streamline its enforcement guide and to increase transparency in how it goes about...more
It’s not immediately obvious why someone would want to disclose a health care test result as part of a job application. But one such request spurred a Pennsylvania entity to provide a lot more than that: it sent her whole...more
On November 4, the Securities and Exchange Commission's (SEC) Division of Examinations (Division) published an analysis of the most common deficiencies identified across its three core registered investment company (RIC)...more
Introduction - In today's world, the spotlight on Environmental, Social, and Governance (ESG) practices is brighter than ever. Stakeholders, including investors, consumers, and even corporate employees, are demanding that...more
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
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 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
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
In a recent decision, Kraft (Re) (Kraft), the Ontario Capital Markets Tribunal (the Tribunal) articulated clear guidance with respect to the application of the necessary course of business (NCOB) exception to the prohibition...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
A takeover offer from a controlling shareholder presents a challenge to boards of directors who are tasked with protecting minority shareholders, particularly where some of the directors on the board may have relationships or...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
In the past few days, California Governor Gavin Newsom signed three bills that will require companies and investors to provide new disclosure. Climate Disclosure - On October 7, 2023, Governor Newsom signed Senate Bill...more
A flurry of recent lawsuits in the wake of the Supreme Court’s June decision on affirmative action have further muddied the waters for public companies trying to thread their way through competing interests....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
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
Update: As an update to our earlier post on the Commercial Division’s new corporate disclosure rule—Rule 35 of the Rules of Practice for the Commercial Division—the rule is now in effect. As of December 1, 2021, corporate...more