2010-08-18T00:00:00-07:00 http://www.fenwickwest.com/rss/Default.asp http://www.fenwick.com/docstore/Publications/Antitrust/Antitrust_Alert_08-18-10.pdf 2010-08-18T00:00:00-07:00 2010-08-18T00:00:00-07:00

In its second encounter with PSKS, Inc. v. Leegin Creative Leather Products, Inc., the U.S. Court of Appeals for the Fifth Circuit on August 17, 2010 affirmed the dismissal on the pleadings of the plaintiff’s antitrust claims for vertical minimum price fixing

http://www.fenwick.com/publications/6.12.1.asp?vid=14 2010-08-09T00:00:00-07:00 2010-08-09T00:00:00-07:00

We analyzed the terms of venture financings for 126 companies headquartered in Silicon Valley that reported raising money in the first quarter of 2010.

http://www.fenwick.com/docstore/Publications/Corporate/EGS_Overview.pdf 2010-07-23T00:00:00-07:00 2010-07-23T00:00:00-07:00

For clients and investors within our network, we provide access to our CTO and IT organization for technical diligence services.

http://www.fenwick.com/docstore/Publications/Corporate/Corp_Sec_07-21-10.pdf 2010-07-21T00:00:00-07:00 2010-07-21T00:00:00-07:00

On July 21, 2010, President Barack Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. This legislation is primarily focused on bank reform — regulation and resolution of financial companies that pose systemic risk, banking regulatory reform, regulation of derivatives, and consumer financial protection.

http://www.fenwick.com/docstore/Publications/Corporate/Execu-Comp_07-13-10.pdf 2010-07-13T00:00:00-07:00 2010-07-13T00:00:00-07:00

RMG's New Rating Process - GRId. RiskMetrics Group, Inc. ("RMG") recently released a new corporate governance rating system, Governance Risk Indicators ("GRId"), which replaced RMG's Corporate Governance Quotient system ("CGQ")

http://www.fenwick.com/docstore/Publications/Corporate/Execu-Comp_07-06-10.pdf 2010-07-06T00:00:00-07:00 2010-07-06T00:00:00-07:00

On June 25, 2010, the House-Senate Conference Committee released the text of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Act").

http://www.fenwick.com/docstore/VCSurvey/Israel_VC_Survey_Annual_2009.pdf 2010-06-30T00:00:00-07:00 2010-06-30T00:00:00-07:00

We have analyzed the terms of venture financings for Israeli and Israeli-related technology companies that reported raising money in 2009. Our survey does not include financing rounds of less than US $500,000. The tables below also show, for purposes of comparison, the results of our previously released surveys.

http://www.fenwick.com/docstore/Publications/Corporate/Corp_Sec_05-26-10.pdf 2010-05-26T00:00:00-07:00 2010-05-26T00:00:00-07:00

On May 20, 2010, the Senate passed the Restoring American Financial Stability Act of 2010 ("RAFSA").

http://www.fenwick.com/publications/6.12.1.asp?vid=13 2010-05-18T00:00:00-07:00 2010-05-18T00:00:00-07:00

We analyzed the terms of venture financings for 104 companies headquartered in Silicon Valley that reported raising money in the first quarter of 2010.

http://www.fenwick.com/docstore/Publications/Corporate/Corp_Sec_03-19-10.pdf 2010-03-19T00:00:00-07:00 2010-03-19T00:00:00-07:00

On March 15, 2010, Senator Chris Dodd introduced the Restoring American Financial Stability Act of 2010, now commonly referred to as the “Dodd Bill.” The legislation is primarily aimed at reform of the United States financial system to prevent future financial crises, but among its 1,300 pages are significant proposals to change executive compensation and corporate governance rules for all public companies.

http://www.fenwick.com/docstore/Publications/Antitrust/Antitrust_Alert_03-10-10.pdf 2010-03-10T00:00:00-07:00 2010-03-10T00:00:00-07:00

On March 9, 2009, the Antitrust Division of the Department of Justice ("DOJ") announced that it had brought suit against Election Systems & Software, Inc. ("ES&S") to challenge its acquisition in September of 2009 of Premier Election Solutions Inc. ("Premier") from Diebold, Inc.

http://www.fenwick.com/docstore/Publications/Corporate/New_Form_8-K_Summary_Chart.pdf 2010-03-05T00:00:00-07:00 2010-03-05T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/Form_8-K_Reference_Chart.pdf 2010-03-05T00:00:00-07:00 2010-03-05T00:00:00-07:00

A detailed reference chart that highlights event triggers and disclosure requirements for each section of the Form 8-K, updated.

http://www.fenwick.com/publications/6.12.1.asp?vid=12 2010-02-16T00:00:00-07:00 2010-02-16T00:00:00-07:00

We analyzed the terms of venture financings for 112 companies headquartered in Silicon Valley that reported raising money in the fourth quarter of 2009.

http://www.fenwick.com/docstore/Publications/Corporate/Recent_M&A_Trends_1209.pdf 2010-01-13T00:00:00-07:00 2010-01-13T00:00:00-07:00

Recent M&A Trends & Developments—December 2009

http://www.fenwick.com/docstore/Publications/Corporate/Top_Ten_2010.pdf 2010-01-13T00:00:00-07:00 2010-01-13T00:00:00-07:00

Build a Great Company First. Maximize valuation by building a great company (not just a great product) that is the leader in its market segment.

http://www.fenwick.com/docstore/Publications/Corporate/Corp_Sec_12-18-09.pdf 2009-12-18T00:00:00-07:00 2009-12-18T00:00:00-07:00

The Securities and Exchange Commission believes that public company investors are increasingly concerned about corporate accountability. To enhance investors' ability to make informed voting and investment decisions, and help them evaluate company leadership, on December 16, 2009, the SEC adopted rules requiring new disclosures about risk, corporate governance and compensation.

http://www.fenwick.com/docstore/Publications/Corporate/Execu-Comp_12-18-09.pdf 2009-12-18T00:00:00-07:00 2009-12-18T00:00:00-07:00

The IRS and Treasury Department recently issued final employee stock purchase plan (commonly referred to as an "ESPP") regulations. The final regulations largely adopt the proposed regulations with a notable clarification, described below.

http://www.fenwick.com/docstore/Publications/Corporate/All_Hands_Presentation_Ws_2009.pdf 2009-12-03T00:00:00-07:00 2009-12-03T00:00:00-07:00

SVAGC 21st Annual All Hands Meeting 2009

http://www.fenwick.com/docstore/Publications/Corporate/Execu-Comp_11-24-09.pdf 2009-11-24T00:00:00-07:00 2009-11-24T00:00:00-07:00

Section 162(m) of the Internal Revenue Code (the "Code") denies a tax deduction to a public company if compensation paid to certain individuals (known as "covered employees") exceeds one million dollars for the taxable year.

http://www.fenwick.com/docstore/Publications/Corporate/Execu-Comp_11-20-09.pdf 2009-11-20T00:00:00-07:00 2009-11-20T00:00:00-07:00

IRS Notice 2008-113 (the "Notice") permits employers to correct certain operational errors for purposes of Section 409A of the Internal Revenue Code ("Section 409A")

http://www.fenwick.com/docstore/Publications/Corporate/Execu-Comp_11-17-09.pdf 2009-11-17T00:00:00-07:00 2009-11-17T00:00:00-07:00

On November 16, 2009, the IRS issued final regulations relating to the return and information statement requirements under Section 6039 of the Internal Revenue Code of 1986, as amended (the "Code")

http://www.fenwick.com/publications/6.12.1.asp?vid=11 2009-11-10T00:00:00-07:00 2009-11-10T00:00:00-07:00

We analyzed the terms of venture financings for 103 companies headquartered in Silicon Valley that reported raising money in the third quarter of 2009.

http://www.fenwick.com/docstore/Publications/Corporate/Employee_Benefits_Alert_08-27-09.pdf 2009-08-27T00:00:00-07:00 2009-08-27T00:00:00-07:00

In a recent employee benefits alert, we looked at temporary and part-time employees, and the circumstances under which an employer must cover them under its 401(k) plan....

http://www.fenwick.com/publications/6.12.1.asp?vid=10 2009-08-07T00:00:00-07:00 2009-08-07T00:00:00-07:00

We analyzed the terms of venture financings for 89 companies headquartered in the Silicon Valley that reported raising money in the second quarter of 2009.

http://www.fenwick.com/docstore/Publications/Corporate/Execu-Comp_08-07-09.pdf 2009-08-07T00:00:00-07:00 2009-08-07T00:00:00-07:00

This is an overview of some 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 tax burdens.

http://www.fenwick.com/docstore/Publications/Corporate/Execu-Comp_08-05-09.pdf 2009-08-05T00:00:00-07:00 2009-08-05T00:00:00-07:00

On August 3, the House, led by Representative Barney Frank, passed the Corporate and Financial Institution Compensation Fairness Act of 2009 (H.R. 3269), which applies to public companies and would (i) give shareholders a "say on pay" by providing a nonbinding, advisory vote on the company's pay practices for top executives... more

http://www.fenwick.com/docstore/Publications/Corporate/Corp_Sec_07-27-09.pdf 2009-07-27T00:00:00-07:00 2009-07-27T00:00:00-07:00

In a July 10 release, the SEC published proposed rules to expand the level of disclosure in proxy statements, primarily in the areas of executive compensation and corporate governance...

http://www.fenwick.com/docstore/VCSurvey/Israel_VC_Survey_Q4_2008_+_Q1_2009.pdf 2009-07-09T00:00:00-07:00 2009-07-09T00:00:00-07:00

We have analyzed the terms of venture financings for 27 Israeli and Israeli-related technology companies that reported raising money in the fourth quarter of 2008 and in the first quarter of 2009...

http://www.fenwick.com/docstore/Publications/Corporate/Employee_Benefits_Alert_07-02-09.pdf 2009-07-02T00:00:00-07:00 2009-07-02T00:00:00-07:00

Clients often ask us whether certain groups of employees, such as part-time or temporary employees, must be covered under their 401(k) plan

http://www.fenwick.com/docstore/Publications/Corporate/Corp_Sec_07-02-09.pdf 2009-07-02T00:00:00-07:00 2009-07-02T00:00:00-07:00

On July 1 the Securities and Exchange Commission took action on three measures that affect public company compensation and governance

http://www.fenwick.com/docstore/Publications/Corporate/Execu-Comp_06-24-09.pdf 2009-06-24T00:00:00-07:00 2009-06-24T00:00:00-07:00

Over the next few months we are likely to witness the development of a "perfect storm" of corporate governance reforms and executive compensation changes at U.S. public companies.

http://www.fenwick.com/docstore/publications/Corporate/Federal_Initiatives.pdf 2009-06-17T00:00:00-07:00 2009-06-17T00:00:00-07:00

In recent weeks, leading legislators and regulators have announced a series of initiatives arising, in one way or another, out of the recent economic crisis.

http://www.fenwick.com/docstore/Publications/Corporate/Corp_Sec_06-09-09.pdf 2009-06-09T00:00:00-07:00 2009-06-09T00:00:00-07:00

The SEC announced that it will propose amendments to the proxy rules to facilitate the ability of stockholders to propose nominees for election to a board of directors.

http://www.fenwick.com/publications/6.12.1.asp?vid=9 2009-05-27T00:00:00-07:00 2009-05-27T00:00:00-07:00

We analyzed the terms of venture financings for 92 companies headquartered in the Silicon Valley that reported raising money in the first quarter of 2009.

http://www.fenwick.com/docstore/Publications/Corporate/Employee_Benefits_Alert_05-14-09.pdf 2009-05-14T00:00:00-07:00 2009-05-14T00:00:00-07:00

The Department of Labor has just released several model notices (including election forms) to reflect the new COBRA subsidy requirements of ARRA, the American Recovery and Reinvestment Act of 2009....

http://www.fenwick.com/docstore/Publications/Cleantech/CTA_05-06-09.pdf 2009-05-06T00:00:00-07:00 2009-05-06T00:00:00-07:00

On April 27, 2009, the Department of Energy announced the availability of up to $150 million of funding for research and development on transformational energy-related technologies.

http://www.fenwick.com/docstore/Publications/Corporate/2009_Guide_Starting_Corp.pdf 2009-04-22T00:00:00-07:00 2009-04-22T00:00:00-07:00

This guide describes certain basic considerations and costs involved in forming a Delaware or California corporation.

http://www.fenwick.com/docstore/Publications/Corporate/2009_Raising_Initial_Funding.pdf 2009-04-22T00:00:00-07:00 2009-04-22T00:00:00-07:00

This is a brief summary of the process for raising initial funding in the Bay Area for high technology companies. We hope to help entrepreneurs seeking initial funding understand the alternatives, identify potential funding sources and, most importantly, understand the practical realities of raising initial funding in the Bay Area...

http://www.fenwick.com/docstore/Publications/Corporate/Key_Service_Agreement_2009.pdf 2009-04-22T00:00:00-07:00 2009-04-22T00:00:00-07:00

Outsourcing of technology-related services continues to grow.

http://www.fenwick.com/docstore/Publications/Corporate/2009_Legal_Resource_Guide.pdf 2009-04-22T00:00:00-07:00 2009-04-22T00:00:00-07:00

No single factor is controlling in determining the form of business organization to select, but if the business is expected to expand rapidly, a corporation will usually be the best alternative because of the availability of employee incentive stock plans; ease of accommodating outside investment and greater long-term liquidity alternatives for shareholders.

http://www.fenwick.com/docstore/Publications/Antitrust/Antitrust_04-16-09.pdf 2009-04-16T00:00:00-07:00 2009-04-16T00:00:00-07:00

Earlier this month, the Eastern District of Texas dismissed all claims in an antitrust case that has made history. In 2007, the United States Supreme Court shook the antitrust world with its decision in Leegin Creative Leather Products, Inc. v. PSKS, Inc., 127 S.Ct. 2705 (2007)...

http://www.fenwick.com/docstore/Publications/Cleantech/American_Recovery_Reinvestmen_Act_CT_040309.pdf 2009-04-03T00:00:00-07:00 2009-04-03T00:00:00-07:00

The American Recovery and Reinvestment Act of 2009 represents the largest government stimulus package in U.S. history. As has been widely reported, President Obama has made the development and adoption of clean technologies a core goal of his policy initiatives.

http://www.fenwick.com/docstore/Publications/Corporate/emp-benefits_alert_03-24-09.pdf 2009-03-24T00:00:00-07:00 2009-03-24T00:00:00-07:00

The Department of Labor has just released several model notices (including election forms) to reflect the new COBRA subsidy requirements of ARRA, the American Recovery and Reinvestment Act of 2009....

http://www.fenwick.com/docstore/VCSurvey/Israel_VC_Survey_H2_2008.pdf 2009-02-27T00:00:00-07:00 2009-02-27T00:00:00-07:00

We have analyzed the terms of venture financings for 43 Israeli and Israeli-related technology companies that reported raising money in the second half of 2008....

http://www.fenwick.com/publications/6.12.1.asp?vid=8 2009-02-27T00:00:00-07:00 2009-02-27T00:00:00-07:00

We analyzed the terms of venture financings for 128 companies headquartered in the San Francisco Bay Area that reported raising money in the fourth quarter of 2008....

http://www.fenwick.com/docstore/Publications/Corporate/Execu-Comp_02-26-09.pdf 2009-02-26T00:00:00-07:00 2009-02-26T00:00:00-07:00

The American Recovery and Reinvestment Act of 2009 ("ARRA") that became law on February 17, 2009, imposes new restrictions on compensation of certain executives at financial institutions that receive assistance under the Troubled Asset Relief Program ("TARP") under the Emergency Economic Stabilization Act of 2008 ("EESA")....

http://www.fenwick.com/docstore/Publications/Corporate/Corp_Sec_02-18-09.pdf 2009-02-18T00:00:00-07:00 2009-02-18T00:00:00-07:00

The Delaware Supreme Court's recent decision in Gantler vs. Stephens (Del. January 27, 2009) – where the Court issued a rare reversal of a Court of Chancery decision – contains several noteworthy holdings on core corporate governance principles...

http://www.fenwick.com/docstore/Publications/Litigation/sec/Sec_Litigation_Alert_01-21-09.pdf 2009-01-21T00:00:00-07:00 2009-01-21T00:00:00-07:00

Many boards and executives of corporations subject to criminal and civil regulatory investigations have grappled with the highly charged decision of whether to provide the government with privileged communications and attorney work product....

http://www.fenwick.com/docstore/Publications/Corporate/Execu-Comp_01-07-09.pdf 2009-01-07T00:00:00-07:00 2009-01-07T00:00:00-07:00

Section 6039 of the Internal Revenue Code of 1986, as amended (the "Code") requires that by January 31, 2009, employers provide certain information to their employees (or former employees) who in 2008 either exercised "incentive stock options" ("ISOs") or transferred shares purchased under an "employee stock purchase plan" (an "ESPP")....

http://www.fenwick.com/docstore/Publications/Corporate/MA_Alert_01-07-09.pdf 2009-01-07T00:00:00-07:00 2009-01-07T00:00:00-07:00

The dollar thresholds for pre-acquisition filings under the Hart-Scott-Rodino Act will increase mid-February (exact date still pending), due to an annual adjustment mechanism that was created in the last round of amendments to the HSR Act...

http://www.fenwick.com/docstore/Publications/Corporate/Execu-Comp_12-16-08.pdf 2008-12-16T00:00:00-07:00 2008-12-16T00:00:00-07:00

On Dec. 5 the IRS announced Notice 2008-113, providing correction methods for certain unintentional, operational failures in relation to non-qualified deferred compensation arrangements and certain equity awards that would otherwise invoke the 20% penalty tax under Section 409A...

http://www.fenwick.com/docstore/Publications/Litigation/sec/Sec_Litigation_Alert_12-08-08.pdf 2008-12-08T00:00:00-07:00 2008-12-08T00:00:00-07:00

On November 26, 2008, the US Court of Appeals for the Ninth Circuit affirmed the dismissal of a securities fraud lawsuit brought by Glazer Capital Management against InVision Technologies, Inc. and two of its executive officers....

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_11-24-08.pdf 2008-11-24T00:00:00-07:00 2008-11-24T00:00:00-07:00

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...

http://www.fenwick.com/publications/6.12.1.asp?vid=7 2008-11-24T00:00:00-07:00 2008-11-24T00:00:00-07:00

We analyzed the terms of venture financings for 101 companies headquartered in the San Francisco Bay Area that reported raising money in the third quarter of 2008. There has recently been substantial distress and volatility in world financial markets...

http://www.fenwick.com/docstore/Publications/Corporate/Corp_Sec_10-22-08.pdf 2008-10-22T00:00:00-07:00 2008-10-22T00:00:00-07:00

Hexion v. Huntsman provides lessons on what constitutes a Material Adverse Effect and the meaning of "reasonable best efforts" and "knowing and intentional breach."...

http://www.fenwick.com/docstore/Publications/Corporate/NASDAQ_Temp_Suspends_Min_Bid.pdf 2008-10-22T00:00:00-07:00 2008-10-22T00:00:00-07:00

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...

http://www.fenwick.com/docstore/Publications/Corporate/FASB_Reconsider_10-01-08.pdf 2008-10-02T00:00:00-07:00 2008-10-02T00:00:00-07:00

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...

http://www.fenwick.com/docstore/Publications/IP/Io_V_Veoh.pdf 2008-09-02T00:00:00-07:00 2008-09-02T00:00:00-07:00

In an important decision with potential implications for the Viacom v. YouTube suit and for every website that hosts user-supplied content, a Magistrate Judge in the Northern District of California has granted summary judgment against a publisher of "adult" films...

http://www.fenwick.com/docstore/publications/EIM/VCE_Wrangling_Lassoing_Roping_M&A_Corral.pdf 2008-08-26T00:00:00-07:00 2008-08-26T00:00:00-07:00

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...

http://www.fenwick.com/publications/6.12.1.asp?vid=6 2008-08-15T00:00:00-07:00 2008-08-15T00:00:00-07:00

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...

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_08-11-08.pdf 2008-08-11T00:00:00-07:00 2008-08-11T00:00:00-07:00

On August 7 and 8, the Securities and Exchange Commission announced settlements with Citigroup Global Markets and UBS Securities and UBS Financial Services Inc....

http://www.fenwick.com/docstore/Publications/Litigation/Litigation_Alert_08-08-08.pdf 2008-08-08T00:00:00-07:00 2008-08-08T00:00:00-07:00

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")...

http://www.fenwick.com/docstore/Publications/Corporate/SEC_Extends_Date_Auditor.pdf 2008-07-11T00:00:00-07:00 2008-07-11T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/409_Valuations_Stock_Options.pdf 2008-04-15T00:00:00-07:00 2008-04-15T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/EIM/SOX_Litigation-Hold_Triggers.pdf 2008-03-24T00:00:00-07:00 2008-03-24T00:00:00-07:00

Years after passage of the Sarbanes-Oxley Act of 2002, many companies still believe the Act applies uniquely to public companies.

http://www.fenwick.com/docstore/Publications/Corporate/vcsurvey/2007_Lifesciences_VC_Survey.pdf 2008-03-19T00:00:00-07:00 2008-03-19T00:00:00-07:00

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.

http://www.fenwick.com/publications/6.12.1.asp?vid=4 2008-03-04T00:00:00-07:00 2008-03-04T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/Execu_Comp_02-22-08.pdf 2008-02-22T00:00:00-07:00 2008-02-22T00:00:00-07:00

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...

http://www.fenwick.com/docstore/Publications/Corporate/Corp_Sec_02-18-09.pdf 2008-02-18T00:00:00-07:00 2008-02-18T00:00:00-07:00

The Delaware Supreme Court's recent decision in Gantler vs. Stephens (Del. January 27, 2009) – where the Court issued a rare reversal of a Court of Chancery decision – contains several noteworthy holdings on core corporate governance principles...

http://www.fenwick.com/docstore/Publications/Corporate/Execu_Comp_02-14-08.pdf 2008-02-14T00:00:00-07:00 2008-02-14T00:00:00-07:00

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...

http://www.fenwick.com/docstore/Publications/Corporate/2008_Raising_Initial_Funding.pdf 2008-02-12T00:00:00-07:00 2008-02-12T00:00:00-07:00

This is a brief summary of the process for raising initial funding in the Bay Area for high technology companies.

http://www.fenwick.com/docstore/Publications/Corporate/Execu_Comp_02-08-08.pdf 2008-02-08T00:00:00-07:00 2008-02-08T00:00:00-07:00

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...

http://www.fenwick.com/docstore/Publications/Corporate/2008_Est_Subsidiary_India.pdf 2008-02-06T00:00:00-07:00 2008-02-06T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/Corp_Sec_01-30-08.pdf 2008-01-30T00:00:00-07:00 2008-01-30T00:00:00-07:00

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").

http://www.fenwick.com/docstore/Publications/Litigation/sec/Sec_Litigation_Alert_01-28-08.pdf 2008-01-28T00:00:00-07:00 2008-01-28T00:00:00-07:00

As the stock option backdating cases wind down, what will be the next corporate scandal to gain widespread notoriety?

http://www.fenwick.com/docstore/Publications/Corporate/Labor_Contract_Law_China_2008.pdf 2008-01-25T00:00:00-07:00 2008-01-25T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/2008_Update_Business_China.pdf 2008-01-24T00:00:00-07:00 2008-01-24T00:00:00-07:00

Many companies doing business in China are using a structure which includes a company formed under the laws of the Cayman Islands ("CI").

http://www.fenwick.com/docstore/Publications/Corporate/Corp_Sec_01-18-08.pdf 2008-01-18T00:00:00-07:00 2008-01-18T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/Corp_Sec_01-16-08.pdf 2008-01-16T00:00:00-07:00 2008-01-16T00:00:00-07:00

The Securities and Exchange Commission adopted an amendment to its proxy statement rules in July 2007 regarding electronic availability of proxy materials.

http://www.fenwick.com/docstore/Publications/Corporate/Est_Subsidiary_China_2008.pdf 2008-01-03T00:00:00-07:00 2008-01-03T00:00:00-07:00

As China's strength in the global economy continues to grow, businesses need to consider the prospect of establishing operations within its borders.

http://www.fenwick.com/docstore/Publications/Corporate/2008_Update_Stock_Options_China.pdf 2008-01-03T00:00:00-07:00 2008-01-03T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/Invest_Operating_In_China_2008.pdf 2008-01-03T00:00:00-07:00 2008-01-03T00:00:00-07:00

There are a number of business sectors in China such as telecommunications services, online commerce and auction in which direct foreign investment is restricted.

http://www.fenwick.com/docstore/Publications/Corporate/Execu_Comp_12-06-07.pdf 2007-12-06T00:00:00-07:00 2007-12-06T00:00:00-07:00

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).

http://www.fenwick.com/docstore/Publications/Corporate/Execu_Comp_10-22-07.pdf 2007-10-22T00:00:00-07:00 2007-10-22T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Litigation/sec/Sec_Litigation_Alert_10-10-07.pdf 2007-10-10T00:00:00-07:00 2007-10-10T00:00:00-07:00

On October 9, 2007, the United States Supreme Court heard oral argument in Stoneridge Investment Partners, LLC v. Scientific-Atlanta, Inc., which centers on how wide a net plaintiffs may cast in securities class action suits.

http://www.fenwick.com/docstore/Publications/Corporate/M&A_Developments_Deal_Process.pdf 2007-10-04T00:00:00-07:00 2007-10-04T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/Execu_Comp_09-11-07.pdf 2007-09-11T00:00:00-07:00 2007-09-11T00:00:00-07:00

On April 10, 2007, the IRS issued final regulations under Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A").

http://www.fenwick.com/publications/6.12.1.asp?vid=2 2007-09-06T00:00:00-07:00 2007-09-06T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Litigation/sec/Sec_Litigation_Alert_09-04-07.pdf 2007-09-04T00:00:00-07:00 2007-09-04T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Tax/Tax_Alert_07-23-07.pdf 2007-07-23T00:00:00-07:00 2007-07-23T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/Execu_Comp_07-11-07.pdf 2007-07-11T00:00:00-07:00 2007-07-11T00:00:00-07:00

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

http://www.fenwick.com/docstore/Publications/Antitrust/Antitrust_06-28-07.pdf 2007-06-28T00:00:00-07:00 2007-06-28T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Litigation/sec/Sec_Litigation_Alert_06-21-07.pdf 2007-06-21T00:00:00-07:00 2007-06-21T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Antitrust/Antitrust_06-20-07.pdf 2007-06-20T00:00:00-07:00 2007-06-20T00:00:00-07:00

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

http://www.fenwick.com/docstore/Publications/Corporate/2007_Update_Granting_Stock_India.pdf 2007-05-30T00:00:00-07:00 2007-05-30T00:00:00-07:00

This is an overview of some 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 tax burdens.

http://www.fenwick.com/docstore/Publications/Antitrust/Antitrust_05-24-07.pdf 2007-05-24T00:00:00-07:00 2007-05-24T00:00:00-07:00

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.

http://www.fenwick.com/publications/6.12.1.asp?vid=1 2007-05-24T00:00:00-07:00 2007-05-24T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/IP_Stratgy_BP_China.pdf 2007-05-16T00:00:00-07:00 2007-05-16T00:00:00-07:00

China's Ministry of Commerce issued guidelines in March on attracting foreign investment in 2007.

http://www.fenwick.com/docstore/Publications/Corporate/Execu_Comp_04-16-07.pdf 2007-04-16T00:00:00-07:00 2007-04-16T00:00:00-07:00

On April 10, 2007, the IRS issued final regulations under Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A).

http://www.fenwick.com/docstore/Publications/Litigation/sec/Sec_Litigation_Alert_04-12-07.pdf 2007-04-12T00:00:00-07:00 2007-04-12T00:00:00-07:00

In a detailed and thoughtful decision—and one that is certain to be cited frequently in the months ahead—Judge William Alsup has dismissed a shareholder derivative complaint against various officers and directors of CNET Networks, Inc...

http://www.fenwick.com/docstore/Publications/Litigation/sec/Sec_Litigation_Alert_04-12-07.pdf 2007-04-12T00:00:00-07:00 2007-04-12T00:00:00-07:00

In a detailed and thoughtful decision—and one that is certain to be cited frequently in the months ahead ? Judge William Alsup has dismissed a shareholder derivative complaint against various officers and directors of CNET Networks, Inc...

http://www.fenwick.com/docstore/Publications/Litigation/sec/Sec_Litigation_Alert_03-30-07.pdf 2007-03-30T00:00:00-07:00 2007-03-30T00:00:00-07:00

On March 28, 2007, the United States Supreme Court heard oral argument in Tellabs, Inc., et al. v. Makor Issues & Rights, Ltd., et al., a case that promises to resolve a significant and long-standing disagreement among courts on interpretation of the requirement that plaintiffs in securities fraud actions plead a "strong inference" of scienter.

http://www.fenwick.com/docstore/Publications/Corporate/2007_Update_Establishing_Subsidiary_India.pdf 2007-03-14T00:00:00-07:00 2007-03-14T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/Execu_Comp_03-12-07.pdf 2007-03-12T00:00:00-07:00 2007-03-12T00:00:00-07:00

The Government of India's proposed budget for 2007-2008 (commencing April 1, 2007) includes extending the 35% fringe benefit tax imposed on employers to the income their employees in India recognize on exercise of compensatory stock options.

http://www.fenwick.com/docstore/Publications/Corporate/2007_Update_Structuring_VC_in_India.pdf 2007-02-28T00:00:00-07:00 2007-02-28T00:00:00-07:00

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.

http://www.fenwick.com/docstore/VCSurvey/Q406_VC_Terms_Survey_Report.pdf 2007-02-21T00:00:00-07:00 2007-02-21T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Litigation/sec/Sec_Litigation_Alert_02-12-07.pdf 2007-02-12T00:00:00-07:00 2007-02-12T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/2007_Update_Stock_Options_China.pdf 2007-02-05T00:00:00-07:00 2007-02-05T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/2007_Raising_Initial_Funding.pdf 2007-02-01T00:00:00-07:00 2007-02-01T00:00:00-07:00

This is a brief summary of the process for raising initial funding in the Bay Area for high technology companies.

http://www.fenwick.com/docstore/Publications/Corporate/Invest_Operating_In_China_2007.pdf 2007-01-19T00:00:00-07:00 2007-01-19T00:00:00-07:00

There are a number of business sectors in China such as telecommunications services, online commerce and advertising in which direct foreign investment is restricted.

http://www.fenwick.com/docstore/Publications/Corporate/Establishing_Subsidiary_in_China_2007.pdf 2007-01-19T00:00:00-07:00 2007-01-19T00:00:00-07:00

As China's strength in the global economy continues to grow, businesses need to consider the prospect of establishing operations within its borders.

http://www.fenwick.com/docstore/Publications/Corporate/IP_Law_in_China.pdf 2007-01-19T00:00:00-07:00 2007-01-19T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/2007_Update_Business_China.pdf 2007-01-19T00:00:00-07:00 2007-01-19T00:00:00-07:00

Many companies doing business in China are using a structure which includes a company formed under the laws of the Cayman Islands ("CI").

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_01-16-07.pdf 2007-01-16T00:00:00-07:00 2007-01-16T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_01-05-07.pdf 2007-01-05T00:00:00-07:00 2007-01-05T00:00:00-07:00

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.

http://www.fenwick.com/docstore/VCSurvey/Q306_VC_Terms_Survey_Report.pdf 2006-11-16T00:00:00-07:00 2006-11-16T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/Zero2IPO_Early_Stage_Financing_Term_Sheets.pdf 2006-10-27T00:00:00-07:00 2006-10-27T00:00:00-07:00

Assumes Caymans, BVI, US or other non-domestic China Corporation / Seed Financing Terms / Issues in China Venture Capital Deals / Venture Capital Financing Terms

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_10-05-06.pdf 2006-10-05T00:00:00-07:00 2006-10-05T00:00:00-07:00

The Internal Revenue Service and the Treasury Department issued Notice 2006-79 (the "Notice") on October 4, 2006.

Innocent directors and officers are at risk of losing D&O insurance coverage because of the knowledge or acts of other insureds. 2006-09-27T00:00:00-07:00 2006-09-27T00:00:00-07:00

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_08-22-06.pdf 2006-08-22T00:00:00-07:00 2006-08-22T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Litigation/Client_Alert_08-14-07.pdf 2006-08-14T00:00:00-07:00 2006-08-14T00:00:00-07:00

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.

http://www.fenwick.com/docstore/VCSurvey/Q206_VC_Terms_Survey_Report.pdf 2006-08-01T00:00:00-07:00 2006-08-01T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/2006_Structuring_VC.pdf 2006-07-06T00:00:00-07:00 2006-07-06T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/2006_Update_Granting_India.pdf 2006-05-02T00:00:00-07:00 2006-05-02T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Litigation/Trade_Secret_ID_Rule.pdf 2006-04-19T00:00:00-07:00 2006-04-19T00:00:00-07:00

Trade secret misappropriation litigation presents a paradox. To mount a defense, a defendant must be apprised of what the plaintiff asserts was misappropriated.

http://www.fenwick.com/docstore/Publications/Corporate/Comp_Disclosure_Analysis.pdf 2006-04-17T00:00:00-07:00 2006-04-17T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/2006_Update_Business_China.pdf 2006-04-12T00:00:00-07:00 2006-04-12T00:00:00-07:00

Many companies doing business in China are using a structure which includes a company formed under the laws of the Cayman Islands ("CI").

http://www.fenwick.com/docstore/Publications/LifeSciences/Biotech_Pharma.pdf 2006-04-05T00:00:00-07:00 2006-04-05T00:00:00-07:00

A number of strategic reasons exist for partnering among life sciences companies.

http://www.fenwick.com/docstore/Publications/LifeSciences/2005_Trends_Partnering.pdf 2006-03-28T00:00:00-07:00 2006-03-28T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/2006_Update_Stock_Options_China.pdf 2006-03-23T00:00:00-07:00 2006-03-23T00:00:00-07:00

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...

http://www.fenwick.com/docstore/Publications/IP/Formation_and_Founders_Issues.pdf 2006-03-20T00:00:00-07:00 2006-03-20T00:00:00-07:00

This guide describes certain basic considerations and costs involved in forming a Delaware or California corporation.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_03-10-06.pdf 2006-03-10T00:00:00-07:00 2006-03-10T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/LifeSciences/Disclosure_Issues.pdf 2006-03-07T00:00:00-07:00 2006-03-07T00:00:00-07:00

Life sciences companies face difficult disclosure issues because they operate in a particularly complex and financially sensitive regulatory environment.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_02-14-06.pdf 2006-02-14T00:00:00-07:00 2006-02-14T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_01-31-06.pdf 2006-01-31T00:00:00-07:00 2006-01-31T00:00:00-07:00

The SEC has now made available the text of its rule proposals covering executive compensation and related party transaction disclosure.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_01-24-06.pdf 2006-01-24T00:00:00-07:00 2006-01-24T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_01-19-06.pdf 2006-01-19T00:00:00-07:00 2006-01-19T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_01-18-06.pdf 2006-01-18T00:00:00-07:00 2006-01-18T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_01-09-06.pdf 2006-01-09T00:00:00-07:00 2006-01-09T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/Execu-Comp_01-09-06.pdf 2006-01-09T00:00:00-07:00 2006-01-09T00:00:00-07:00

On December 23, 2004, the IRS issued interim guidance in the form of Notice 2006-4 regarding stock valuation for privately-held companies pending the finalization of the proposed regulations under Section 409A of the Internal Revenue Code of 1986, as amended (the Code).

http://www.fenwick.com/docstore/Publications/Corporate/Execu-Comp_11-15-05.pdf 2005-11-15T00:00:00-07:00 2005-11-15T00:00:00-07:00

In late 2004 the IRS released Notice 2005-1 (the "Notice") which provided initial guidance on then newly enacted IRC Section 409A.

http://www.fenwick.com/docstore/Publications/Corporate/Execu-Comp_10-24-05.pdf 2005-10-24T00:00:00-07:00 2005-10-24T00:00:00-07:00

This is a brief summary addressing severance compensation (and certain restricted stock unit payments upon termination of employment) in the context of Section 409A and the Proposed Regulations.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_09-30-05.pdf 2005-09-30T00:00:00-07:00 2005-09-30T00:00:00-07:00

A major modernization of federal regulations that apply to registered securities offerings takes effect December 1, 2005.

http://www.fenwick.com/docstore/Publications/Corporate/Execu-Comp_09-30-05.pdf 2005-09-30T00:00:00-07:00 2005-09-30T00:00:00-07:00

On September 29, 2005, the Treasury Department released the much anticipated Proposed Regulations to Section 409A of the Internal Revenue Code (the "Proposed Regulations").

http://www.fenwick.com/docstore/Publications/Corporate/Corp_Sec_09-29-05.pdf 2005-09-29T00:00:00-07:00 2005-09-29T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/Execu-Comp_09-19-05.pdf 2005-09-19T00:00:00-07:00 2005-09-19T00:00:00-07:00

At a meeting earlier this year, the Financial Accounting Standards Board (“FASB”) announced that, pursuant to FAS Statement 123(R), the grant date of an option would not occur until the employee had been notified of the material terms of the option grant.

http://www.fenwick.com/docstore/VCSurvey/Q2_05_VC_Survey_Trends_Report.pdf 2005-08-29T00:00:00-07:00 2005-08-29T00:00:00-07:00

We analyzed the terms of venture financings for 92 technology companies headquartered in the San Francisco Bay Area that reported raising money in the second quarter of 2005.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_08-22-05.pdf 2005-08-22T00:00:00-07:00 2005-08-22T00:00:00-07:00

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."

http://www.fenwick.com/docstore/Publications/Corporate/Execu-Comp_08-18-05.pdf 2005-08-18T00:00:00-07:00 2005-08-18T00:00:00-07:00

Under FAS Statement 123(R) options granted to employees are valued based on their fair value as of the "grant date" of the option.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_08-10-05.pdf 2005-08-10T00:00:00-07:00 2005-08-10T00:00:00-07:00

The Contract Language / The Decision / Arbitration Agreements / Practical Impact

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_08-04-05.pdf 2005-08-04T00:00:00-07:00 2005-08-04T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/IP/Start-up_Legal_Resource_Guide.pdf 2005-06-16T00:00:00-07:00 2005-06-16T00:00:00-07:00

Seed and VC Financing / Sample Series A Term Sheet / VC for High Tech Companies / Raising Initial Funding in the San Francisco Bay Area / Venture Financing Terms Survey - 1st Quarter 2005 / "Shaking the Money Tree" / Patent Portfolio Strategy for Start-ups

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_05-24-05.pdf 2005-05-25T00:00:00-07:00 2005-05-25T00:00:00-07:00

This memorandum summarizes the fact patterns of actions to present the application of Regulation FD in practical terms.

http://www.fenwick.com/docstore/VCSurvey/Q1_05_VC_Survey_Trends_Report.pdf 2005-05-19T00:00:00-07:00 2005-05-19T00:00:00-07:00

We analyzed the terms of venture financings for 89 technology companies headquartered in the San Francisco Bay Area that reported raising money in the first quarter of 2005.

http://www.fenwick.com/docstore/Publications/Corporate/M&A_List.pdf 2005-04-22T00:00:00-07:00 2005-04-22T00:00:00-07:00

10 Acquisitions Announced and/or Closed in 2005: Combined Value in Excess of $4.5 B.

http://www.fenwick.com/docstore/VCSurvey/Israel_VC_Survey_H2_2004.pdf 2005-02-18T00:00:00-07:00 2005-02-18T00:00:00-07:00

We have analyzed the terms of venture financings for 63 Israeli and Israeli-related technology companies that reported raising money in the second half of 2004.

http://www.fenwick.com/docstore/Publications/Corporate/Establishing_Subsidiary_in_China.pdf 2005-02-14T00:00:00-07:00 2005-02-14T00:00:00-07:00

As China's strength in the global economy continues to grow, businesses need to consider the prospect of establishing operations within its borders.

http://www.fenwick.com/docstore/Publications/Litigation/SecLit_Alert_02-14-05.pdf 2005-02-14T00:00:00-07:00 2005-02-14T00:00:00-07:00

The 2005 D&O Liability and Insurance Symposium in New York, sponsored by the Professional Liability Underwriting Society, featured a panel of top plaintiffs' lawyers,

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_02-01-05.pdf 2005-02-01T00:00:00-07:00 2005-02-01T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/Execu-Comp_01-11-05.pdf 2005-01-11T00:00:00-07:00 2005-01-11T00:00:00-07:00

Treasury Department Issues Guidance under IRC Section 409A in Notice 2005-1

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_11-30-04.pdf 2004-11-30T00:00:00-07:00 2004-11-30T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/Outsourcing.pdf 2004-11-29T00:00:00-07:00 2004-11-29T00:00:00-07:00

Business in the U.S. continue to shift a portion of their development, support and other operations offshore to countries, such as India or China, that offer a lower cost structure and a qualified labor pool.

http://www.fenwick.com/docstore/Publications/Corporate/Investments_in_India.pdf 2004-11-22T00:00:00-07:00 2004-11-22T00:00:00-07:00

Many U.S. and other foreign investors are evaluating alternatives for investments into software development, business process outsourcing ("BPO"), drug discovery and other service companies in India.

http://www.fenwick.com/docstore/Publications/Corporate/Establishing_Subsidiary_in_India.pdf 2004-11-22T00:00:00-07:00 2004-11-22T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/IP_Strategy_&_Practices.pdf 2004-11-18T00:00:00-07:00 2004-11-18T00:00:00-07:00

This paper is based on a presentation made at the Asia America Multitechnology Association ("AAMA") Conference on October 8, 2004.

http://www.fenwick.com/docstore/VCSurvey/Israel_VC_Survey_Q2_2004_+_Q3_2004.pdf 2004-11-18T00:00:00-07:00 2004-11-18T00:00:00-07:00

We have analyzed the terms of venture financings for 58 Israeli and Israeli-related technology companies that reported raising money in the second and third quarters of 2004.

http://www.fenwick.com/docstore/VCSurvey/Q304_VC_Terms_Report.pdf 2004-11-18T00:00:00-07:00 2004-11-18T00:00:00-07:00

We analyzed the terms of venture financings for 113 technology companies headquartered in the San Francisco Bay Area that reported raising money in the third quarter of 2004.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_11-16-04.pdf 2004-11-16T00:00:00-07:00 2004-11-16T00:00:00-07:00

Recent amendments to the Federal Sentencing Guidelines applicable to organizations went into effect on November 1, 2004.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_11-09-04.pdf 2004-11-09T00:00:00-07:00 2004-11-09T00:00:00-07:00

The price and process fairness of business combinations are increasingly challenged in litigation.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_11-03-04.pdf 2004-11-03T00:00:00-07:00 2004-11-03T00:00:00-07:00

SEC Proposes Rule Changes to Ease "Quiet Period" Restrictions and Change shelf Registration Procedures.

http://www.fenwick.com/docstore/Publications/Corporate/Execu-Comp_10-26-04.pdf 2004-10-26T00:00:00-07:00 2004-10-26T00:00:00-07:00

Taxation of Nonqualified Deferred Compensation Plans.

http://www.fenwick.com/docstore/VCSurvey/Israel_VC_Survey_Q1_2004_+_Q2_2004.pdf 2004-09-21T00:00:00-07:00 2004-09-21T00:00:00-07:00

We have analyzed the terms of venture financings for 50 Israeli and Israeli-related technology companies that reported raising money in the first half of 2004.

http://www.fenwick.com/docstore/Publications/Corporate/Raising_Initial_Funding.pdf 2004-09-15T00:00:00-07:00 2004-09-15T00:00:00-07:00

This is a brief summary of the process for raising initial funding in the Bay Area for high technology companies.

2004-08-13T00:00:00-07:00 2004-08-13T00:00:00-07:00

We analyzed the terms of venture financings for 112 technology companies headquartered in the San Francisco Bay Area that reported raising money in the second quarter of 2004.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_08-06-04.pdf 2004-08-06T00:00:00-07:00 2004-08-06T00:00:00-07:00

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).

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_08-05-04.pdf 2004-08-05T00:00:00-07:00 2004-08-05T00:00:00-07:00

Effective August 23, 2004, every public company must comply with new Form 8-K disclosure requirements.

http://www.fenwick.com/docstore/Publications/Corporate/Invest_Operating_In_China.pdf 2004-07-23T00:00:00-07:00 2004-07-23T00:00:00-07:00

There are a number of business sectors in China such as telecommunications services, online commerce and advertising in which direct foreign investment is restricted.

http://www.fenwick.com/docstore/Publications/Corporate/Top_10.pdf 2004-06-30T00:00:00-07:00 2004-06-30T00:00:00-07:00

Because the law interpreting the enforceability of online agreements continues to evolve, companies that want to create binding agreements with their online customers still face significant challenges.

http://www.fenwick.com/docstore/Publications/Corporate/MA.pdf 2004-05-26T00:00:00-07:00 2004-05-26T00:00:00-07:00

Fenwick & West LLP provides comprehensive legal services to technology and biotechnology clients of national and international prominence.

http://www.fenwick.com/docstore/Publications/Corporate/India_Update_5-20-04.pdf 2004-05-20T00:00:00-07:00 2004-05-20T00:00:00-07:00

In early May the Reserve Bank of India ("RBI") eliminated the requirement of granting options at a "concessional" price to employees in India subsidiaries of U.S. companies.

http://www.fenwick.com/docstore/Publications/Corporate/Executive_Compensation.pdf 2004-04-08T00:00:00-07:00 2004-04-08T00:00:00-07:00

FASB Publishes Exposure Draft on Changes to Accounting Rules for Equity Compensation.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_03-23-04.pdf 2004-03-23T00:00:00-07:00 2004-03-23T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/Outsourcing_Alternatives.pdf 2004-02-29T00:00:00-07:00 2004-02-29T00:00:00-07:00

As more and more businesses are offshoring their non-core and, increasingly, core activities, the debate continues regarding the best working model for offshoring.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_01-07-04.pdf 2004-01-07T00:00:00-07:00 2004-01-07T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_12-11-03.pdf 2003-12-11T00:00:00-07:00 2003-12-11T00:00:00-07:00

On November 4, 2003, the SEC approved the final version of The NASDAQ Stock Market's corporate governance rule changes.

http://www.fenwick.com/docstore/Publications/Corporate/China_Global_Power.pdf 2003-12-05T00:00:00-07:00 2003-12-05T00:00:00-07:00

There are a number of dimensions in becoming a global power.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_11-14-03.pdf 2003-11-14T00:00:00-07:00 2003-11-14T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/Stock_Option_Grants_China.pdf 2003-10-27T00:00:00-07:00 2003-10-27T00:00:00-07:00

This memorandum is an overview of the legal and strategic issues related to granting options in China, including understanding Chinese cultural views of employment and compensation, structuring option grants to comply with applicable Chinese exchange control and securities restrictions and the tax consequences of options to the optionee.

http://www.fenwick.com/docstore/355/Outsourcing_Agreement.pdf 2003-10-06T00:00:00-07:00 2003-10-06T00:00:00-07:00

In recent years, many companies have begun to outsource information systems operations to third party vendors. The outsourcing services may be based on one of two broad types of models.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_08-21-03.pdf 2003-08-21T00:00:00-07:00 2003-08-21T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_07-08-03.pdf 2003-07-08T00:00:00-07:00 2003-07-08T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_06-25-03.pdf 2003-06-25T00:00:00-07:00 2003-06-25T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_06-20-03.pdf 2003-06-20T00:00:00-07:00 2003-06-20T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_06-17-03.pdf 2003-06-17T00:00:00-07:00 2003-06-17T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_06-16-03.pdf 2003-06-16T00:00:00-07:00 2003-06-16T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/Doing_Business_in_China.pdf 2003-06-03T00:00:00-07:00 2003-06-03T00:00:00-07:00

Some Silicon Valley entrepreneurs have used or are considering using a structure for doing business in China which includes a company formed under the laws of the Cayman Islands ("CI").

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_05-16-03.pdf 2003-05-16T00:00:00-07:00 2003-05-16T00:00:00-07:00

In Omnicare, Inc. vs. NCS Healthcare, Inc., the Supreme Court of Delaware effectively warns M&A deal makers that overreaching deal protection mechanisms may be unenforceable.

http://www.fenwick.com/docstore/Publications/Corporate/Acquiring_IP_and_Other_Asse.pdf 2003-05-01T00:00:00-07:00 2003-05-01T00:00:00-07:00

While there may be bargains when acquiring intellectual property and other assets out of a distressed company, a buyer needs to act carefully in such a purchase.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_03-17-03.pdf 2003-03-17T00:00:00-07:00 2003-03-17T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_03-11-03.pdf 2003-03-11T00:00:00-07:00 2003-03-11T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_02-07-03.pdf 2003-02-07T00:00:00-07:00 2003-02-07T00:00:00-07:00

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."

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_02-04-03.pdf 2003-02-04T00:00:00-07:00 2003-02-04T00:00:00-07:00

(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.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_11-13-02.pdf 2002-11-13T00:00:00-07:00 2002-11-13T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_11-12-02.pdf 2002-11-12T00:00:00-07:00 2002-11-12T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/IP/IP_Articles/Patent_Portfolio_Dev.pdf 2002-11-01T00:00:00-07:00 2002-11-01T00:00:00-07:00

Successful high technology companies recognize that a comprehensive intellectual property portfolio can be of substantial value.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_10-30-02.pdf 2002-10-30T00:00:00-07:00 2002-10-30T00:00:00-07:00

On October 22, 2002, the SEC issued proposed rules to implement Sections 404, 406 and 407 of the Sarbanes-Oxley Act of 2002.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_10-25-02.pdf 2002-10-25T00:00:00-07:00 2002-10-25T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_09-13-02.pdf 2002-09-13T00:00:00-07:00 2002-09-13T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_09-03-02.pdf 2002-09-03T00:00:00-07:00 2002-09-03T00:00:00-07:00

On August 29, 2002, the SEC issued final rules requiring CEO and CFO certifications of annual and quarterly reports.

http://www.fenwick.com/docstore/Publications/Corporate/Entering_US_Market.pdf 2002-09-01T00:00:00-07:00 2002-09-01T00:00:00-07:00

Penetrating the U.S. market is an important part of a foreign high technology company’s business strategy.

http://www.fenwick.com/docstore/Publications/Corporate/MA.pdf 2002-08-30T00:00:00-07:00 2002-08-30T00:00:00-07:00

This booklet is divided into five sections. The "Introduction" explains why companies merge or are acquired and what factors lead to successful and unsuccessful acquisitions.

http://www.fenwick.com/docstore/Publications/Corporate/Venture_Cap_2002.pdf 2002-08-30T00:00:00-07:00 2002-08-30T00:00:00-07:00

Founding your own high-growth, high technology company, financing it with venture capital and successfully bringing a product to market is a challenging experience.

http://www.fenwick.com/docstore/Publications/Corporate/Venture_Cap_2002.pdf 2002-08-30T00:00:00-07:00 2002-08-30T00:00:00-07:00

Founding your own high-growth, high technology company, financing it with venture capital and successfully bringing a product.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_08-29-02.pdf 2002-08-29T00:00:00-07:00 2002-08-29T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_08-05-02.pdf 2002-08-05T00:00:00-07:00 2002-08-05T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_08-02-02.pdf 2002-08-02T00:00:00-07:00 2002-08-02T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_07-25-02.pdf 2002-07-25T00:00:00-07:00 2002-07-25T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_07-16-02.pdf 2002-07-16T00:00:00-07:00 2002-07-16T00:00:00-07:00

On July 15, 2002, the SEC announced a change in its long-standing policy regarding stockholder proposals relating to equity compensation plans.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_07-03-02.pdf 2002-07-03T00:00:00-07:00 2002-07-03T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_06-24-02.pdf 2002-06-24T00:00:00-07:00 2002-06-24T00:00:00-07:00

On June 17, 2002, the SEC proposed further changes to the public company disclosure regime.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_06-19-02.pdf 2002-06-19T00:00:00-07:00 2002-06-19T00:00:00-07:00

On June 17, 2002, the SEC proposed additional changes in the public company disclosure regime.

http://www.fenwick.com/docstore/Publications/Employment/WEB_06-10-02.pdf 2002-06-10T00:00:00-07:00 2002-06-10T00:00:00-07:00

News Alert: U.S. Supreme Court Allows Employers to Consider Job Danger to Applicant's Health in Refusing to Hire a Disabled Individual/HIV-Infected Dental Hygienist Ruled to be a "Direct Health Threat" to Patients: No ADA Protection

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_05-22-02.pdf 2002-05-22T00:00:00-07:00 2002-05-22T00:00:00-07:00

On May 10, 2002, the SEC proposed rules that would require new disclosures in Management's Discussion and Analysis related to critical accounting policies.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_04-15-02.pdf 2002-04-15T00:00:00-07:00 2002-04-15T00:00:00-07:00

On April 12, 2002, the SEC proposed major changes in the public company disclosure regime.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_04-10-02.pdf 2002-04-10T00:00:00-07:00 2002-04-10T00:00:00-07:00

On Thursday, April 11, the SEC will issue proposed rules relating to new disclosure obligations for public companies.

http://www.fenwick.com/docstore/Publications/Employment/WEB_03-25-02.pdf 2002-03-25T00:00:00-07:00 2002-03-25T00:00:00-07:00

U.S. Supreme Court Invalidates FMLA Regulation That Penalized Employers For Failing To Give Notice/Employer Cannot Require Doctor's Certification after Every Sick Leave

http://www.fenwick.com/docstore/Publications/Corporate/sec/Tax_Briefing_03-21-02.pdf 2002-03-21T00:00:00-07:00 2002-03-21T00:00:00-07:00

Enron has precipitated a blizzard of SEC and other governmental statements about press releases, enhanced MD&A disclosure and proposed new corporate disclosure and accountability requirements.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_03-18-02.pdf 2002-03-18T00:00:00-07:00 2002-03-18T00:00:00-07:00

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.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_02-13-02.pdf 2002-02-13T00:00:00-07:00 2002-02-13T00:00:00-07:00

The SEC announced today that it plans to propose significant changes in the disclosure regime that applies to public companies.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_02-01-02.pdf 2002-02-01T00:00:00-07:00 2002-02-01T00:00:00-07:00

The SEC has clearly signaled a heightened interest this year in Management's Discussion and Analysis disclosures by public companies.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_01-00-02.pdf 2002-01-15T00:00:00-07:00 2002-01-15T00:00:00-07:00

The SEC has announced its first enforcement action against an issuer for providing misleading pro forma earnings information.

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_09-20-00.pdf 2000-09-20T00:00:00-07:00 2000-09-20T00:00:00-07:00

The Securities and Exchange Commission adopted Regulation FD to eliminate selective disclosure of material non-public information by public companies to securities market professionals and to stockholders that are likely to use the information in buying and selling securities.

http://www.fenwick.com/docstore/Publications/Corporate/Investments_in_India_09152000.pdf 2000-09-15T00:00:00-07:00 2000-09-15T00:00:00-07:00

The key factor in determining how to structure India-related investments is the desired location of the primary exit vehicle for investor liquidity.

http://www.fenwick.com/docstore/Publications/Corporate/Corporate_Partnering.pdf 2000-08-01T00:00:00-07:00 2000-08-01T00:00:00-07:00

Corporate partnering and "strategic alliances" are terms used to describe a symbiotic long-term relationship.

http://www.fenwick.com/docstore/Publications/Corporate/Changing_Global_Business.pdf 1997-02-20T00:00:00-07:00 1997-02-20T00:00:00-07:00

The international legal rules for electronic commerce are uncertain...

http://www.fenwick.com/docstore/Publications/Corporate/sec/Corp_Sec_01-00-96.pdf 1996-01-01T00:00:00-07:00 1996-01-01T00:00:00-07:00

On December 22, 1995, the Senate overrode President Clinton's veto of the Private Securities Litigation Reform Act of 1995 (the "Reform Act").