| 11/24/2008 |
Corporate and Securities Alert—FINRA Announces Changes to Analyst Rules |
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| The Financial Industry Regulatory Authority, or FINRA, as part of its process of enacting a consolidated rulebook, announced proposed changes to its existing conflicts of interest rules regarding research analysts...more |
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| 8/26/2008 |
Corporate and Securities Alert: Information Management for Mergers and Acquisitions – Wrangling, Lassoing and Roping at the M&A Corral |
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| 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 |
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| 8/11/2008 |
Corporate and Securities Alert: Auction Rate Securities—Recent Settlements with SEC and Other Regulators |
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| 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 |
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| 1/30/2008 |
Corporate and Securities Alert: Securities and Exchange Commission Adopts Amendments to Rules 144 and 145 |
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| 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 |
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| 1/28/2008 |
Securities Litigation Alert—The Foreign Corrupt Practices Act: The Next Corporate Scandal? |
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| As the stock option backdating cases wind down, what will be the next corporate scandal to gain widespread notoriety? more |
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| 1/18/2008 |
Corporate and Securities Alert: New HSR Thresholds for 2008 |
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| 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 |
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| 1/16/2008 |
Corporate and Securities Alert: eProxy Rules Are Now Effective for Large Accelerated Filers |
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| The Securities and Exchange Commission adopted an amendment to its proxy statement rules in July 2007 regarding electronic availability of proxy materials. more |
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| 9/4/2007 |
Securities Litigation Alert—Insider Trading Is Back |
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| Most of the SEC enforcement actions brought this year against Wall Street professionals and corporate executives involve insider trading in advance of mergers and acquisitions. more |
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| 7/23/2007 |
Tax Alert: IRS Targeting Backdating Issue |
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| On July 11 the IRS released an internal Industry Director Directive memorandum dated June 15, 2007 (the "Directive"), which designates transactions involving backdated stock options as a "Tier I Issue" for IRS agents. more |
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| 6/21/2007 |
Securities Litigation Alert—A Major Victory for Defendants in Securities Class Actions: Tellabs, Inc. v. Makor Issues & Rights, Ltd. |
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| On June 21, 2007, the U.S. Supreme Court handed down a decision that provides welcome news to any public company, officer or director facing the prospect of a securities class action lawsuit. more |
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| 6/20/2007 |
U.S. Supreme Court Reconciles Antitrust Law and Securities Regulation |
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| 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 |
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| 2/12/2007 |
Tax Alert: IRS Program for Correcting Underwithholding of 409A Taxes on "Backdated Options" |
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| The IRS has announced a voluntary correction program (the "Program") that employers can use to correct underwithholding of certain taxes incurred from the exercise in 2006 of "backdated options." more |
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| 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. |
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| 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 |
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| 1/19/2007 |
2007 Update to Investment and Operating in Restricted Industries in China |
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| 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 |
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| 1/19/2007 |
2007 Update to Guide to Establishing a Subsidiary in China |
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| As China's strength in the global economy continues to grow, businesses need to consider the prospect of establishing operations within its borders. more |
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| 1/19/2007 |
2007 Update to Doing Business in China via the Cayman Islands |
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| Many companies doing business in China are using a structure which includes a company formed under the laws of the Cayman Islands ("CI"). more |
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| 1/19/2007 |
IP Law in China: Works for Hire |
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| 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 |
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| 1/5/2007 |
Corporate and Securities Law Update - SEC Adopts FAS 123R Practice for Disclosure of Share-Based Executive Compensation |
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| 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 |
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| 10/5/2006 |
Corporate and Securities Law Update - Extension of Required 409A Compliance Date |
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| The Internal Revenue Service and the Treasury Department issued Notice 2006-79 (the "Notice") on October 4, 2006. more |
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| 8/22/2006 |
Corporate and Securities Law Update - SEC Adopts Sweeping Changes to Executive and Director Compensation Disclosure Rules |
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| 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 |
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| 4/17/2006 |
Comments on the SEC's Proposed Changes to Executive Compensation and Related Party Disclosure Requirements |
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| 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 |
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| 3/10/2006 |
Corporate and Securities Law Update - Determining Filing Deadlines for Periodic Reports |
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| 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 |
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| 2/14/2006 |
Corporate and Securities Law Update - SEC Rule Proposal Creates Current Action Items |
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| 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 |
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| 1/31/2006 |
Corporate and Securities Law Update - SEC Proposes New Rules for Executive Compensation Disclosure—The Details Emerge |
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| The SEC has now made available the text of its rule proposals covering executive compensation and related party transaction disclosure. more |
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| 1/24/2006 |
Corporate and Securities Law Update - M&A Development: SEC Proposes to Amend Tender Offer Best-Price Rule |
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| 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 |
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| 1/19/2006 |
Corporate and Securities Law Update - Recent Developments in Majority Voting for Directors |
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| 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 |
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| 1/18/2006 |
Corporate and Securities Law Update - SEC Proposes New Rules for Executive Compensation Disclosure |
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| 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 |
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| 1/9/2006 |
Corporate and Securities Law Update - New Compensation and Other Disclosure Requirements Expected |
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| 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 |
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| 9/30/2005 |
Corporate and Securities Law Update - Sweeping New Rules Apply to Securities Offerings by Technology and Life Science Companies |
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| A major modernization of federal regulations that apply to registered securities offerings takes effect December 1, 2005. more |
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| 9/29/2005 |
Corporate and Securities Law Update - Good News for Potential IPOs |
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| Late last week the SEC announced the extension of compliance dates for Sarbanes-Oxley Section 404 reports by non-accelerated filers until their first fiscal year ending after July 15, 2007. This is welcome news for smaller public companies. In addition, the announcement has special significance for private companies contemplating the possibility of an initial public offering within the next 15 months. more |
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| 8/22/2005 |
Corporate and Securities Law Update - California Supreme Court Decision Reduces Risk of Personal Unpaid Wage Liability for Officers and Directors of Troubled Companies |
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| The California Labor Code provides employees with a private right of action to recover unpaid wages against their employer. However, the relevant provisions of the Labor Code do not define who is an "employer." more |
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| 8/10/2005 |
Corporate and Securities Law Update - Pre-Dispute Contractual Waivers of Trial by Jury Ruled Unenforceable under California Law |
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| The Contract Language / The Decision / Arbitration Agreements / Practical Impact more |
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| 8/4/2005 |
Corporate and Securities Law Update - Section 16 Update |
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| On August 3, 2005, the SEC adopted long awaited amendments to Rules 16b-3 and 16b-7 under Section 16(b) of the Securities Exchange Act of 1934. more |
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| 5/25/2005 |
Corporate and Securities Law Update - Regulation FD Enforcement Actions |
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| This memorandum summarizes the fact patterns of actions to present the application of Regulation FD in practical terms. more |
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| 2/1/2005 |
InVision Non-Prosecution Agreement with DOJ and Proposed Settlement with SEC Demonstrate Importance of Compliance with Foreign Corrupt Practices Act |
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| On December 3, 2004, the U.S. Department of Justice entered into a non-prosecution agreement relating to a Foreign Corrupt Practices Act (FCPA) investigation of InVision Technologies, Inc. more |
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| 11/30/2004 |
SEC Issues FAQ Release on Form 8-K Filings |
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| The SEC Division of Corporation Finance issued a "Frequently Asked Questions" release on November 23, 2004, regarding the Current Report on Form 8-K rules that became effective August 23, 2004. more |
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| 11/16/2004 |
Time to Consider Revising Compliance and Ethics Programs in Light of New Federal Sentencing Guidelines |
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| Recent amendments to the Federal Sentencing Guidelines applicable to organizations went into effect on November 1, 2004. more |
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| 11/9/2004 |
M&A Development: Court Finds Financially Sophisticated Director Personally Liable for $77 Million |
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| The price and process fairness of business combinations are increasingly challenged in litigation. more |
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| 11/3/2004 |
Proposed New "Quiet Period" Rules, Shelf Registration Procedures |
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| SEC Proposes Rule Changes to Ease "Quiet Period" Restrictions and Change Shelf Registration Procedures. more |
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| 8/6/2004 |
Final Regulations on ISOs and ESPPs |
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| On August 2, 2004 the IRS published final regulations (the "Final Regulations") on incentive stock options under Section 422 of the Internal Revenue Code (the "Code") and purchase rights under 423 of the Code ("ISO" and "ESPP Right" respectively, and "SSOs" collectively). more |
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| 8/5/2004 |
FAQ: Form 8-K Disclosure Requirements and Practical Implications for Technology Companies |
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| Effective August 23, 2004, every public company must comply with new Form 8-K disclosure requirements. more |
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| 3/23/2004 |
SEC Adopts Final Rules Requiring Additional Form
8-K Disclosures and Accelerating the Filing Deadline |
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| On March 11, 2004, the SEC approved new rules that significantly expand the number of events that public companies must report on Form 8-K and that shorten the filing deadline for most events to four business days after the event. more |
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| 1/7/2004 |
SEC Interpretation: Commission Guidance Regarding Management's Discussion and Analysis of Financial Condition and Results of Operations |
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| The Securities and Exchange Commission recently issued an interpretive release providing important reminders and specific new guidance regarding Management's Discussion and Analysis of Financial Condition and Results of Operations. more |
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| 12/11/2003 |
NASDAQ Corporate Governance Standards for Listed Companies |
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| On November 4, 2003, the SEC approved the final version of The NASDAQ Stock Market's corporate governance rule changes. more |
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| 12/3/2003 |
SEC Issues New Rules on Board Nomination Processes and Stockholder Communications With Directors (Effective January 1, 2004) |
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| Newly-adopted SEC rules require proxy statement disclosures from public companies about their director nomination process and their process for communications from security holders to the board of directors. more |
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| 11/14/03 |
SEC Issues Final Rule Regarding Issuer Stock Repurchases (Effective on December 17, 2003) |
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| On November 10, 2003, the SEC adopted amendments to Rule 10b-18, the safe harbor for issuer repurchases, and adopted explicit disclosure requirements for issuer repurchases, whether or not conducted under Rule 10b-18. more |
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| 8/21/2003 |
SEC Rule Proposals would Require Disclosures about Director Nomination Processes and Shareholder Communications with Directors |
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| On August 8, 2003, the SEC issued for comment proposed rules that would expand disclosures about director nomination processes and establish new disclosure requirements about security holders may communicate with directors. more |
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| 7/8/2003 |
Shareholder Approval Required for Equity Compensation Plans |
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| On June 30, 2003 the SEC approved new rules requiring any company listed on NASDAQ or the New York Stock Exchange to obtain shareholder approval before adopting any new equity compensation plan or materially amending to an equity compensation plan. more |
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| 6/25/2003 |
NYSE to Implement Shareholder Approval Rules for Equity Compensation Plans |
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| The NYSE has notified its listed companies that its new expanded rules for shareholder approval of equity compensation plans are expected to become effective June 30, 2003. more |
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| 6/20/2003 |
SEC Final Rule: Internal Control Reports, Attestations and Certifications |
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| On June 5, 2003 the SEC adopted rules implementing Section 404 of the Sarbanes-Oxley Act, which requires management of reporting companies to evaluate and report on internal control, and outside auditors to attest to these evaluations. more |
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| 6/17/2003 |
Alert: Electronic Filing and Website Posting of Forms 3, 4 and 5 Required Starting June 30, 2003 |
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| On May 7, 2003, the SEC issued its final rule requiring electronic filing of all Section 16 reports by public company insiders and the posting of those reports on the public company's website. more |
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| 6/16/2003 |
Delaware Court: Inadequate Process May Cost Disney Board Protection of Business Judgment Rule |
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| In a surprise decision, Delaware's Court of Chancery has concluded that the shareholder derivative lawsuit against Walt Disney Co. and its directors (In Re Walt Disney Co. Derivative Litigation, Del. Ch. C.A. No. 15452, 5/28/03) can proceed on the claim that the board breached its fiduciary duties in approving a lucrative severance package of former CEO Michael Ovitz. more |
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| 5/16/2003 |
M&A Development: Court Declares Certain Deal Protection Mechanisms Unenforceable |
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| In Omnicare, Inc. v. NCS Healthcare, Inc., the Supreme Court of Delaware, effectively warns M&A deal makers that overreaching deal protection mechanisms may be unenforceable. more |
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| 3/17/2003 |
SEC Issues Final Rule Regarding Disclosure of Off-Balance Sheet Arrangements and Contractual Obligations |
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| On January 22, 2003, the SEC issued a final rule to implement Section 401(a) of the Sarbanes-Oxley Act of 2002 and to codify earlier SEC statements regarding the transparency and quality of financial disclosure. more |
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| 3/11/2003 |
SEC Issues Final Rule on Strengthening Auditor Independence |
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| On January 28, 2003 the SEC issued a final rule implementing several sections of Title II of the Sarbanes-Oxley Act of 2002 regarding auditor independence. more |
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| 2/7/2003 |
SEC Issues Final Rule Mandating Disclosure About Audit Committee Financial Experts |
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| On January 15, 2003, the SEC adopted a final rule to implement Section 407 of the Sarbanes-Oxley Act of 2002, requiring public companies to disclose whether their audit committees include at least one member who is a financial expert and defining the term "financial expert." more |
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| 2/4/2003 |
SEC Issues Final Rule on Furnishing Earnings Announcements to the SEC and on Using Pro Forma Financial Information Generally |
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(Effective March 28, 2003)
On January 15, 2003, the SEC adopted a final rule designed to implement Section 401(b), and to begin to implement Section 409, of the Sarbanes-Oxley Act of 2002. more |
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| 11/13/2002 |
SEC Issues Rule Proposal on Filing of Earnings Announcements and Use of Pro Forma Financial Information |
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| On November 5, 2002, the SEC issued a rule proposal designed to implement Section 401(b), and to begin to implement Section 409, of the Sarbanes-Oxley Act of 2002. more |
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| 11/12/2002 |
SEC Issues Rule Proposal on Off-Balance Sheet Arrangements, Contractual Obligations and Contingent Liabilities |
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| On November 4, 2002, the SEC issued a proposed rule to implement Section 401(a) of the Sarbanes-Oxley Act of 2002 and to codify earlier SEC statements regarding the transparency and quality of financial disclosure. more |
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| 10/30/2002 |
SEC Proposes New Rules To Implement Provisions of the Sarbanes-Oxley Act Regarding Service of Financial Experts on Audit Committees, Codes of Ethics and Internal Controls |
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| On October 22, 2002, the SEC issued proposed rules to implement Sections 404, 406 and 407 of the Sarbanes-Oxley Act of 2002. more |
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| 10/25/2002 |
California Changes Information Statement Disclosure Rules for Companies Incorporated in or Doing Business in California |
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| On September 28, 2002, California adopted a new law known as the California Corporate Disclosure Act, which will change the disclosure requirements for information statements that are filed with the California Secretary of State by businesses that are incorporated in California and “foreign” corporations that are qualified to transact business in California. more |
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| 9/13/2002 |
Faster Filings Required for Forms 10-K and 10-Q; New Disclosures Required About Website Posting of Reports |
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| On September 5, 2002, the SEC published final rules that shorten the filing deadlines for Forms 10-K and 10-Q and require disclosure of whether these filings are being made available on company websites at the same time as they are filed with the SEC. more |
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| 9/3/2002 |
New Rules Requiring Additional Certifications by CEO and CFO Under Section 302 of Sarbanes-Oxley Act Are In Effect |
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| On August 29, 2002, the SEC issued final rules requiring CEO and CFO certifications of annual and quarterly reports. more |
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| 8/29/2002 |
New Rules Requiring Two-Day Filing of Forms 4 Are In Effect |
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| On August 29, 2002, new rules went into effect requiring officers, directors and greater than 10% stockholders of public companies to file Forms 4 with the SEC within two days of most transactions in company securities. more |
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| 8/5/2002 |
Sweeping Governance Reforms Adopted for Public Companies: The Sarbanes-Oxley Act of 2002 |
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| On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002. This new law makes sweeping reforms in the laws governing public companies and their boards, audit committees, executive officers and others. more |
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| 8/2/2002 |
Sarbanes-Oxley Act of 2002 Requires Certification of August Forms 10-Q |
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| As you know, the Sarbanes-Oxley Act of 2002 was signed into law on July 30, 2002. The Act contains two provisions requiring CEO and CFO certification of information included in SEC reports. more |
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| 7/25/2002 |
Nasdaq Proposes New Corporate Governance Rules |
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| On July 25, 2002, Nasdaq announced that its board of directors has approved wide-ranging corporate governance rule changes that it will submit to the SEC for approval. more |
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| 7/16/2002 |
SEC Position Allows Stockholders to Make Stock Plan Proposals |
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| On July 15, 2002, the SEC announced a change in its long-standing policy regarding stockholder proposals relating to equity compensation plans. more |
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| 7/3/2002 |
SEC Orders Officer Certification of Reports |
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| The SEC recently announced two actions designed to restore investor confidence in the accuracy of reports filed with the SEC – by requiring CEOs and CFOs to certify the accuracy of public company reports. more |
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| 6/24/2002 |
SEC Proposes New Rules: New Form 8-K Disclosures and Accelerated Filing Deadlines |
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| On June 17, 2002, the SEC proposed further changes to the public company disclosure regime. more |
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| 6/19/2002 |
SEC Proposes New Rules: Officer Certification of Forms 10-Q and 10-K |
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| On June 17, 2002, the SEC proposed additional changes in the public company disclosure regime. more |
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| 6/7/2002 |
NYSE Report on Proposed Changes to Corporate Governance Rules |
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| The New York Stock Exchange Corporate Accountability and Listing Standards Committee will submit a report on June 6, 2002 to the NYSE Board of Directors recommending significant changes to the NYSE’s listing rules. more |
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| 5/22/2002 |
SEC Proposes New Rules: MD&A Requirements Regarding Critical Accounting Policies |
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| On May 10, 2002, the SEC proposed rules that would require new disclosures in Management's Discussion and Analysis related to critical accounting policies. more |
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| 4/15/2002 |
SEC Proposes New Rules: Form 8-K Disclosure Of Management Transactions; Acceleration Of Periodic Filing Dates |
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| On April 12, 2002, the SEC proposed major changes in the public company disclosure regime. more |
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| 4/10/2002 |
Important Information Regarding New Proposed SEC Rules |
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| On Thursday, April 11, the SEC will issue proposed rules relating to new disclosure obligations for public companies. more |
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| 3/18/2002 |
9th Circuit Decision in Vantive Case |
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| Note Friday's 9th Circuit decision affirming a dismissal with prejudice of the Vantive securities class actions because they failed to plead the bases of fraud with particularity as required by the Private Securities Litigation Reform Act of 1995. more |
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| 3/21/2002 |
Audit Committee Duties and "Best Practices" |
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| Public and regulatory attention is focused on the adequacy of public company corporate governance procedures. more |
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| 2/13/2002 |
SEC to Propose New Corporate Disclosure Rules |
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| The SEC announced today that it plans to propose significant changes in the disclosure regime that applies to public companies. more |
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| 2/1/2002 |
SEC Focus on MD&A Disclosure |
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| The SEC has clearly signaled a heightened interest this year in Management's Discussion and Analysis disclosures by public companies. more |
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| 1/15/2002 |
SEC Brings First Enforcement Action Related to Pro Forma Financial Disclosures; Best Practices for Pro Forma Disclosures |
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| The SEC has announced its first enforcement action against an issuer for providing misleading pro forma earnings information. more |
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| 9/20/2000 |
Frequently Asked Questions About Regulation FD |
