| 10/22/2008 |
NASDAQ Temporarily Suspends Minimum Bid
Price and Minimum Market Value Requirements |
 |
| On October 16, 2008, The NASDAQ OMX Group suspended the bid price and market value of publicly held shares requirements for all NASDAQ-listed companies...more |
|
 |
| 10/22/2008 |
Corporate and Securities Alert: M&A Development—Additional Guidance from the Delaware Chancery Court on MAE Clauses |
|
| Hexion v. Huntsman provides lessons on what constitutes a Material Adverse Effect and the meaning of "reasonable best efforts" and "knowing and intentional breach."...more |
|
|
| 10/2/2008 |
FASB to Reconsider Plan for Sweeping Changes to Contingent Liabilities Disclosures |
|
| On September 24, 2008, the Financial Accounting Standards Board ("FASB") decided to reconsider its previously-proposed amendments to FASB Statement No. 5, Accounting for Contingencies ("Statement 5"), and FASB Statement No. 141, Business Combinations...more |
|
|
| 8/26/2008 |
Corporate and Securities Alert: Information Management for Mergers and Acquisitions – Wrangling, Lassoing and Roping at the M&A Corral |
|
| When one company acquires some or all of the assets or divisions of another, the acquirer faces a recurring set of issues related to electronic information management. Forethought is necessary to ensure the acquirer follow best business practices and comply with legal obligations when...more |
|
|
| 8/15/2008 |
Trends in Terms of Venture Financing in the San Francisco Bay Area (Second Quarter 2008) |
|
| We analyzed the terms of venture financings for 108 companies headquartered in the San Francisco Bay Area that reported raising money in the second quarter of 2008. The results of the 2Q08 survey show that companies raising venture capital in 2Q08 continued to receive higher valuations than in their prior round...more |
|
|
| 8/11/2008 |
Corporate and Securities Alert: Auction Rate Securities—Recent Settlements with SEC and Other Regulators |
|
| On August 7 and 8, the Securities and Exchange Commission announced settlements with Citigroup Global Markets and UBS Securities and UBS Financial Services Inc....more |
|
|
| 8/8/2008 |
Litigation Alert: California Supreme Court Settles Law Regarding Enforceability of Non-Competition Agreements, Releases of Claims |
|
| The California Supreme Court has ruled in Edwards v. Arthur Andersen LLP, ___ Cal. 4th ___ , 2008 Cal. LEXIS 9618 (Cal. Aug. 7, 2008) (No. S147190), that non-competition agreements in California are invalid under California Business and Professions Code Section 16600 ("Section 16600")...more |
|
|
| 7/11/2008 |
SEC Extends Date of Auditor Attestation for Non-Accelerated Filers |
|
| On June 26, 2008, the SEC announced it extended the date for non-accelerated filers to include in Annual Reports on Form 10-K and Form 10-KSB the auditor attestation required under Section 404(b) of the Sarbanes-Oxley Act of 2002. more |
|
|
| 3/24/2008 |
SOX Litigation-Hold Triggers — Public and Private Companies Susceptible to Criminal Prosecution for Obstruction of Justice |
|
| Years after passage of the Sarbanes-Oxley Act of 2002, many companies still believe the Act applies uniquely to public companies. more |
|
|
| 4/15/2008 |
Section 409A Valuations and Stock Option Grants for Start-up Technology and Life Science Companies |
|
| Federal, and at least one state's, tax laws make it especially important for companies granting stock options as compensation to set the exercise price of the underlying shares at or above the price that can be shown by a reasonable valuation method to be fair market value (FMV) at the time of grant. more |
|
|
| 3/24/2008 |
SOX Litigation-Hold Triggers — Public and Private Companies Susceptible to Criminal Prosecution for Obstruction of Justice |
|
| Years after passage of the Sarbanes-Oxley Act of 2002, many companies still believe the Act applies uniquely to public companies. more |
|
|
| 3/19/2008 |
2007 Silicon Valley Life Science VC Survey |
|
| The results of our fourth annual San Francisco Bay Area Life Science Venture Capital Valuation Survey
show a continuation of the positive trend in the life science venture environment. more |
|
|
| 3/4/2008 |
Trends in Legal Terms in Venture Financings In the San Francisco Bay Area (Fourth Quarter 2007) |
|
| We analyzed the terms of venture financings for 103 companies headquartered in the San Francisco Bay Area that reported raising money in the fourth quarter of 2007. more |
|
|
| 2/22/2008 |
Executive Compensation Alert—IRS Releases Guidance for 162(m) Compensation
|
|
| On February 21, 2008, the IRS released Revenue Ruling 2008-13, confirming the position taken in PLR 200804004 that compensation intended to qualify as deductible performance-based compensation pursuant to Section 162(m) of the Internal Revenue Code of 1986...more |
|
|
| 2/21/2008 |
A Summary of Enterprises Income Tax Law of the People's Republic of China |
|
| Foreign invested enterprises ("FIE") and domestic enterprises1 were subject to different income tax regulations and tax rates in China in the past. For example, as compared with domestic enterprises, FIEs generally were eligible for a lower income tax rate and more tax deductions and exemptions. more |
|
|
| 2/14/2008 |
Executive Compensation Alert—Performance Based Compensation is Non-Excludible Under 162(m) If Also Payable Under An Employment Agreement As Severance |
|
| We alerted you on January 31, 2008 (and provided a further update on February 8, 2008), that the IRS now takes the position that compensation intended to qualify as deductible performance-based compensation pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended...more |
|
|
| 2/12/2008 |
2008 Update: Raising the Initial Funding for High Technology Companies in the San Francisco Bay Area |
|
| This is a brief summary of the process for raising initial funding in the Bay Area for high technology companies. more |
|
|
| 2/8/2008 |
Executive Compensation Alert—Payments Do Not Qualify as Performance-Based Compensation Under 162(m) Where Payments are Permitted Under a Severance Arrangement |
|
| The Internal Revenue Service published a private letter ruling on January 28, 2008 (PLR 200804004) holding that amounts paid to a recipient under an incentive compensation plan intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended, (the "Code") will not qualify as performance-based compensation... more |
|
|
| 2/6/2008 |
2008 Update to Guide to Establishing a Subsidiary in India |
|
| Although the current dollar-rupee exchange rate is causing more consideration of other locations, many businesses in the U.S. continue to move a portion of their development, support and other operations offshore to India, primarily for cost-saving reason. more |
|
|
| 1/30/2008 |
Corporate and Securities Alert: Securities and Exchange Commission Adopts Amendments to Rules 144 and 145 |
|
| For the first time since 1997, the SEC has made significant amendments to Rules 144 and 145 under the Securities Act of 1933 (the "Securities Act"). more |
|
|
| 1/25/2008 |
A Summary of the Labor Contract Law of the People's Republic of China |
|
| Thirteen years ago, the Labor Law of the People's Republic of China ("Labor Law") was released, which is a fundamental law to govern employment relationships between employers and employees in China. more |
|
|
| 1/24/2008 |
2008 Update to Doing Business in China via the Cayman Islands |
|
| Many companies doing business in China are using a structure which includes a company formed under the laws of the Cayman Islands ("CI"). more |
|
|
| 1/18/2008 |
Corporate and Securities Alert: New HSR Thresholds for 2008 |
|
| The dollar thresholds for pre-acquisition filings under the Hart-Scott-Rodino Act will increase at the end of February (exact date still pending), due to an annual adjustment mechanism that was created in the last round of amendments to the HSR Act. more |
|
|
| 1/16/2008 |
Corporate and Securities Alert: eProxy Rules Are Now Effective for Large Accelerated Filers |
|
| The Securities and Exchange Commission adopted an amendment to its proxy statement rules in July 2007 regarding electronic availability of proxy materials. more |
|
|
| 1/7/2008 |
Trends in Legal Terms in Venture Financings In the San Francisco Bay Area (Third Quarter 2007) |
|
| We analyzed the terms of venture financings for 104 companies headquartered in the San Francisco Bay Area that reported raising money in the third quarter of 2007. more |
|
|
| 1/3/2008 |
2008 Update to Investment and Operating
in Restricted Industries in China |
|
| There are a number of business sectors in China such as telecommunications services, online commerce and auction in which direct foreign investment is restricted. more |
|
|
| 1/3/2008 |
2008 Update to Guide to Establishing a
Subsidiary in China |
|
| As China's strength in the global economy continues to grow, businesses need to consider the prospect of establishing operations within its borders. more |
|
|
| 1/3/2008 |
2008 Update to Implementing Share Incentive Schemes in China |
|
| This memorandum is an overview of the legal and strategic issues related to implementing share incentive schemes in China, including understanding Chinese cultural views of employment and compensation, structuring share incentive schemes to comply with applicable Chinese currency controls and securities law restrictions and the tax consequences of options to the employees. more |
|
|
| 12/6/2007 |
Executive Compensation Alert—IRS Proposes Correction Program for Certain Unintentional, Operational Violations under Deferred Compensation Plans Subject to Section 409A |
|
| On Dec. 3 the IRS released Notice 2007-100, providing temporary correction methods for certain operational failures of non-qualified deferred compensation plans that would otherwise invoke the penalty taxes under Section 409A ("Section 409A") of the Internal Revenue Code of 1986, as amended (California, which has enacted a parallel penalty tax may, in light of this notice, announce their own correction program). more |
|
|
| 10/22/2007 |
Executive Compensation Alert—IRS Extends Section 409A Remedial Amendment Period to December 31, 2008 |
|
| On October 22, 2007 the Internal Revenue Service (the "IRS") issued much anticipated guidance in the form of Notice 2007-86 that extends the remedial amendment period with the final regulations under Internal Revenue Code Section 409A ("Section 409A") from December 31, 2007 to December 31, 2008. more |
|
|
| 10/4/2007 |
M&A Developments-Deal Process and Protections (Netsmart, Lear and Topps) |
|
| Micro-cap public targets with limited analyst coverage and trading volume should conduct a pre-signing market check rather than relying on a post-signing market check, at least where a private equity buyer is involved. more |
|
|
| 9/11/2007 |
Executive Compensation Alert—IRS Extends Section 409A Amendment Period 1 Year, Announces Voluntary Correction Program Likely |
|
| On April 10, 2007, the IRS issued final regulations under Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"). more |
|
|
| 9/6/2007 |
Trends in Legal Terms in Venture Financings In the San Francisco Bay Area (Second Quarter 2007) |
|
| We analyzed the terms of venture financings for 126 companies headquartered in the San Francisco Bay Area that reported raising money in the second quarter of 2007. more |
|
|
| 8/31/2007 |
Perspective: Patents, post-MedImmune |
|
| Earlier this year, the Supreme Court shook the foundations of patent licensing and technology transfer, altering the balance of power between patent holders and their licensees and creating profound implications for the life-sciences industry. more |
|
|
| 8/14/2006 |
Don't Try This on Your Site: Changing Contracts via Website Notice Alone |
|
| On July 18, 2007, the Ninth Circuit issued its decision in Douglas v. United States District Court for the Central District of California, No. 06-75424, which addressed whether a service provider may change the terms of its service contract by posting a revised contract on its website without providing additional notice. more |
|
|
| 7/11/2007 |
Executive Compensation Alert—California Eases Rules for Stock Option Plans
|
|
| Effective July 9, 2007, California liberalized its regulations concerning the permissible provisions of stock option plans. Practically every stock option plan of a privately-held company that has employees in California that participate in the plan can take advantage of this liberalization more |
|
|
| 6/28/2007 |
Antitrust Alert: Supreme Court Overrules Per Se Rule Against "Vertical" Minimum Price Agreements between Manufacturers and their Distributors |
|
| On June 28, 2007, the Supreme Court issued its decision in Leegin Creative Leather Products, Inc. v. PSKS, Inc., No. 06-480, addressing the proper antitrust analysis of resale price maintenance under Section 1 of the Sherman Act, one of the most important federal antitrust statutes. more |
|
|
| 6/20/2007 |
U.S. Supreme Court Reconciles Antitrust Law and Securities Regulation |
|
| On June 18, 2007, in Credit Suisse Securities (USA) LLC v. Billing, the U.S. Supreme Court issued an important decision about the relationship between the federal antitrust laws and the federal securities laws more |
|
|
| 5/24/2007 |
Trends in Legal Terms in Venture Financings In the San Francisco Bay Area (First Quarter 2007) |
|
| We analyzed the terms of venture financings for 117 companies headquartered in the San Francisco Bay Area that reported raising money in the first quarter of 2007. more |
|
|
| 5/24/2007 |
Antitrust Alert: Beware of HSR Filing Requirements for Option Exercises or Vesting of Restricted Stock |
|
| This week the Federal Trade Commission obtained a $250,000 civil penalty against James Dondero, the operator of the Highland Capital hedge fund and a director of Motient Corporation, for making a late Hart-Scott-Rodino Act filing in connection with his 2005 exercise of options to acquire 10,000 Motient shares. more |
|
|
| 5/16/2007 |
Intellectual Property Strategy and Best Practices for R&D Services in China |
|
| China's Ministry of Commerce issued guidelines in March on attracting foreign investment in 2007. more |
|
|
| 4/16/2007 |
Executive Compensation Alert—IRS Issues Final Regulations Under Section 409A |
|
| On April 10, 2007, the IRS issued final regulations under Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A). more |
|
|
| 3/14/2007 |
2007 Update to Guide to Establishing a Subsidiary in India |
|
| Businesses in the U.S. continue to move a portion of their development, support and other operations offshore to India, primarily for cost-saving reasons. Venture capital investors may require such outsourcing in order to reduce a company's burn rate. more |
|
|
| 2/28/2007 |
2007 Update to Structuring Venture Capital and Other Investments in India |
|
| Many U.S. and other foreign investors are evaluating alternatives for structuring investments into software development, business process outsourcing, drug discovery and other tech and non-tech companies based in India. more |
|
|
| 2/21/2007 |
Trends in Legal Terms in Venture Financings In the San Francisco Bay Area (Fourth Quarter 2006) |
|
| We analyzed the terms of venture financings for 113 technology companies headquartered in the San Francisco Bay Area that reported raising money in the fourth quarter of 2006. more |
|
|
| 2/12/2007 |
Securities Litigation Alert—First Delaware Decisions on Option Grant Dating: Ryan v. Gifford and In re Tyson Foods, Inc. Consol. Shareholder Litig. |
|
| In two separate decisions issued on February 6, the Delaware Chancery Court weighed in for the first time on issues directly relating to the current wave of stock option matters. more |
|
|
| 2/5/2007 |
2007 Update to Granting Stock Options in China |
|
| This memorandum is an overview of the legal and strategic issues related to granting stock options in China, including understanding Chinese cultural views of employment and compensation, structuring option grants to comply with applicable Chinese currency controls and securities law restrictions and the tax consequences of options to the optionee. more |
|
|
| 2/1/2007 |
2007 Update to Guide to Starting a Corporation |
|
| This guide describes certain basic considerations and costs involved in forming a Delaware or California corporation. more |
|
|
| 2/1/2007 |
2007 Update: Raising the Initial Funding for High Technology Companies in the San Francisco Bay Area |
|
| This is a brief summary of the process for raising initial funding in the Bay Area for high technology companies. more |
|
|
| 1/19/2007 |
2007 Update to Investment and Operating in Restricted Industries in China |
|
| There are a number of business sectors in China such as telecommunications services, online commerce and advertising in which direct foreign investment is restricted. more |
|
|
| 1/19/2007 |
2007 Update to Guide to Establishing a Subsidiary in China |
|
| As China's strength in the global economy continues to grow, businesses need to consider the prospect of establishing operations within its borders. more |
|
|
| 1/19/2007 |
2007 Update to Doing Business in China via the Cayman Islands |
|
| Many companies doing business in China are using a structure which includes a company formed under the laws of the Cayman Islands ("CI"). more |
|
|
| 1/19/2007 |
IP Law in China: Works for Hire |
|
| The work made for hire (sometimes abbreviated to work for hire or "WFH") doctrine is an exception to the general copyright rule that the person who actually creates a work is the legally-recognized author of that work. more |
|
|
| 1/16/2007 |
Corporate and Securities Law Update - New HSR Thresholds and Waiting Periods Effective February 2007 |
|
| The dollar thresholds for pre-acquisition filings under the Hart-Scott-Rodino Act will increase effective February 16 or 19, 2007 (depending on publication date), due to an annual adjustment mechanism that was created in the last round of amendments to the Act. more |
|
|
| 1/5/2007 |
Corporate and Securities Law Update - SEC Adopts FAS 123R Practice for Disclosure of Share-Based Executive Compensation |
|
| To close out 2006 the SEC has issued a welcome amendment of its Executive Compensation Disclosure Rules (adopted in July 2006) so that the calculation and reporting of the compensation from equity awards will be easier to compare with the values reported in the company's financial statements. more |
|
|
| 11/16/2006 |
Trends in Legal Terms in Venture Financings In the San Francisco Bay Area (Third Quarter 2006) |
|
| We analyzed the terms of venture financings for 120 technology companies headquartered in the San Francisco Bay Area that reported raising money in the first quarter of 2006. more |
|
|
| 11/7/2006 |
Form 8-K Reference Chart |
|
| A detailed reference chart that highlights event triggers and disclosure requirements for each section of the Form 8-K, updated. more |
|
|
| 11/7/2006 |
Form 8-K Summary Chart |
|
| An at-a-glance chart that outlines the Form 8-K disclosure items, corresponding items from the prior Form 8-K, relation to safe harbor provisions and Form S-3 eligibility, updated. more |
|
|
| 10/5/2006 |
Corporate and Securities Law Update - Extension of Required 409A Compliance Date |
|
| The Internal Revenue Service and the Treasury Department issued Notice 2006-79 (the "Notice") on October 4, 2006. more |
|
|
| 9/27/2006 |
D&O Liability Insurance—Coverage Risks for Innocent Directors and Officers |
|
| Innocent directors and officers are at risk of losing D&O insurance coverage because of the knowledge or acts of other insureds. more |
|
|
| 8/22/2006 |
Corporate and Securities Law Update - SEC Adopts Sweeping Changes to Executive and Director Compensation Disclosure Rules |
|
| On July 26, 2006, the SEC adopted sweeping changes to its rules for disclosing compensation of executive officers and directors of public companies, information about related person transactions, director independence and other corporate governance matters. more |
|
|
| 8/1/2006 |
Trends in Legal Terms in Venture Financings In the San Francisco Bay Area (Second Quarter 2006) |
|
| We analyzed the terms of venture financings for 90 technology companies headquartered in the San Francisco Bay Area that reported raising money in the first quarter of 2006. more |
|
|
| 7/6/2006 |
2006 Update to Structuring Venture Capital and Other Investments in India |
|
| Many U.S. and other foreign investors are evaluating alternatives for investments into software development, business process outsourcing, drug discovery and other services companies based in India. more |
|
|
| 5/24/2006 |
Trends in Legal Terms in Venture Financings In the San Francisco Bay Area (First Quarter 2006) |
|
| We analyzed the terms of venture financings for 101 technology companies headquartered in the San Francisco Bay Area that reported raising money in the first quarter of 2006. more |
|
|
| 5/2/2006 |
2006 Update to Granting Stock Options in India |
|
| This is an overview of the legal and strategic issues related to a U.S. parent company granting stock options to employees of its Indian subsidiary, including consideration of exchange controls, securities laws and obtaining possible tax benefits for an optionee. more |
|
|
| 4/17/2006 |
Comments on the SEC's Proposed Changes to Executive Compensation and Related Party Disclosure Requirements |
|
| The Release requests comment as to changes that could be made to the proposal to avoid boilerplate disclosure in the proposed Compensation Disclosure and Analysis. more |
|
|
| 4/12/2006 |
2006 Update to Doing Business in China via the Cayman Islands |
|
| Many companies doing business in China are using a structure which includes a company formed under the laws of the Cayman Islands ("CI"). more |
|
|
| 4/5/2006 |
Putting the "Co" in Development and Promotion: The New Biotech-Pharma Collaborations |
|
| A number of strategic reasons exist for partnering among life sciences companies. more |
|
|
| 3/28/2006 |
2005 Trends in Life Sciences Partnering and Collaborations |
|
| Ten years ago, when a biotech company needed to raise capital, the avenue most frequently sought was the capital markets. Today, rising drug development costs can approach $1 billion, making a biotech's need for capital more intense than ever. more |
|
|
| 3/23/2006 |
2006 Update to Granting Stock Options in China |
|
| This memorandum is an overview of the legal and strategic issues related to granting stock options in China, including understanding Chinese cultural views of employment and compensation, structuring option grants to comply with applicable Chinese currency...more |
|
|
| 3/20/2006 |
Legal Issues for Entrepreneurs - Formation and Founders Issues |
|
| This guide describes certain basic considerations and costs involved in forming a Delaware or California corporation. more |
|
|
| 3/10/2006 |
Corporate and Securities Law Update - Determining Filing Deadlines for Periodic Reports |
|
| In December 2005, the SEC adopted new filing deadlines for Forms 10-K and 10-Q, creating three tiers of filing deadlines based upon the filing company’s market capitalization. more |
|
|
| 3/7/2006 |
Life Sciences Companies Face Special Disclosure Challenges |
|
| Life sciences companies face difficult disclosure issues because they operate in a particularly complex and financially sensitive regulatory environment. more |
|
|
| 2/14/2006 |
Corporate and Securities Law Update - SEC Rule Proposal Creates Current Action Items |
|
| As we described in previous alerts, the SEC has proposed sweeping new rules governing public company disclosure of executive and director compensation arrangements and related party transactions. more |
|
|
| 1/31/2006 |
Corporate and Securities Law Update - SEC Proposes New Rules for Executive Compensation Disclosure—The Details Emerge |
|
| The SEC has now made available the text of its rule proposals covering executive compensation and related party transaction disclosure. more |
|
|
| 1/24/2006 |
Corporate and Securities Law Update - M&A Development: SEC Proposes to Amend Tender Offer Best-Price Rule |
|
| In recent years cash mergers have been used more frequently than cash tender offers, in part due to concerns that target employment, severance or other compensatory arrangements might be deemed to violate the SEC's "best-price" rule, requiring that equal consideration be paid to all tendering security holders. more |
|
|
| 1/19/2006 |
Corporate and Securities Law Update - Recent Developments in Majority Voting for Directors |
|
| Over the past year, the concept that majority votes should be required for the election of corporate directors has emerged as one of the top issues being focused upon by investors, public company boards and shareholder advisory firms. more |
|
|
| 1/18/2006 |
Corporate and Securities Law Update - SEC Proposes New Rules for Executive Compensation Disclosure |
|
| At its open meeting yesterday, January 17, 2006, the Securities and Exchange Commission approved for comment sweeping new rule proposals that would dramatically alter many public company disclosure practices. more |
|
|
| 1/9/2006 |
Corporate and Securities Law Update - New Compensation and Other Disclosure Requirements Expected |
|
| On Tuesday, January 17, 2006, the Securities and Exchange Commission will hold an open meeting to consider proposing major changes to public company disclosures of compensation and governance information. more |
|
|
| 1/9/2006 |
Executive Compensation and Benefits Update - Notice 2006-4: Interim Guidance on Private Company Stock Valuation |
|
