| 7/2/2009 |
Corporate and Securities Update:
Major Corporate Governance Proposals Are on the Way |
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| On July 1 the Securities and Exchange Commission took action on three measures that affect public company governance.... more |
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| 6/17/2009 |
Federal Initiatives Affecting Corporate Law |
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| 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. more |
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| 2/18/2009 |
Corporate and Securities Alert: Delaware Supreme Court Confirms Officers' Fiduciary Duties and Refines the Application of the Common Law Doctrine of Shareholder Ratification |
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| 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...more |
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| 1/7/2009 |
Mergers and Acquisitions Alert: New HSR Thresholds for 2009
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| 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...more |
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| 1/7/2009 |
Executive Compensation Alert—IRS Tax Notice For Incentive Stock Options and Employee Stock Purchase Plans |
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| 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").... more |
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| 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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| 10/22/2008 |
Corporate and Securities Alert: M&A Development—Additional Guidance from the Delaware Chancery Court on MAE Clauses |
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| Hexion v. Huntsman provides lessons on what constitutes a Material Adverse Effect and the meaning of "reasonable best efforts" and "knowing and intentional breach."...more |
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| 10/2/2008 |
FASB to Reconsider Plan for Sweeping Changes to Contingent Liabilities Disclosures |
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| On September 24, 2008, the Financial Accounting Standards Board ("FASB") decided to reconsider its previously-proposed amendments to FASB Statement No. 5, Accounting for Contingencies ("Statement 5"), and FASB Statement No. 141, Business Combinations...more |
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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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| 7/11/2008 |
SEC Extends Date of Auditor Attestation for Non-Accelerated Filers |
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| On June 26, 2008, the SEC announced it extended the date for non-accelerated filers to include in Annual Reports on Form 10-K and Form 10-KSB the auditor attestation required under Section 404(b) of the Sarbanes-Oxley Act of 2002. more |
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| 10/22/2007 |
Executive Compensation Alert—IRS Extends Section 409A Remedial Amendment Period to December 31, 2008 |
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| On October 22, 2007 the Internal Revenue Service (the "IRS") issued much anticipated guidance in the form of Notice 2007-86 that extends the remedial amendment period with the final regulations under Internal Revenue Code Section 409A ("Section 409A") from December 31, 2007 to December 31, 2008. more |
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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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| 5/30/2007 |
2007 Update on Granting Stock Options in India |
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| 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. more |
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| 5/24/2007 |
Antitrust Alert: Beware of HSR Filing Requirements for Option Exercises or Vesting of Restricted Stock |
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| This week the Federal Trade Commission obtained a $250,000 civil penalty against James Dondero, the operator of the Highland Capital hedge fund and a director of Motient Corporation, for making a late Hart-Scott-Rodino Act filing in connection with his 2005 exercise of options to acquire 10,000 Motient shares. more |
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| 4/16/2007 |
Executive Compensation Alert—IRS Issues Final Regulations Under Section 409A |
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| On April 10, 2007, the IRS issued final regulations under Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A). more |
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| 4/12/2007 |
Securities Litigation Alert—Northern District of California Dismisses Shareholder Derivative Stock Options Backdating Case: In re CNET Networks, Inc., Shareholder Derivative Litig. |
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| 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... more |
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| 3/30/2007 |
Securities Litigation Alert—Tellabs, Inc. et al. v. Makor Issues & Rights, Ltd., et al. |
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| 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. more |
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| 1/16/2007 |
Corporate and Securities Law Update - New HSR Thresholds and Waiting Periods Effective February 2007 |
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| The dollar thresholds for pre-acquisition filings under the Hart-Scott-Rodino Act will increase effective February 16 or 19, 2007 (depending on publication date), due to an annual adjustment mechanism that was created in the last round of amendments to the Act. more |
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| 1/16/2007 |
Corporate and Securities Law Update - New HSR Thresholds and Waiting Periods Effective February 2007 |
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| The dollar thresholds for pre-acquisition filings under the Hart-Scott-Rodino Act will increase effective February 16 or 19, 2007 (depending on publication date), due to an annual adjustment mechanism that was created in the last round of amendments to the Act. more |
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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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| 11/7/2006 |
Form 8-K Reference Chart |
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| A detailed reference chart that highlights event triggers and disclosure requirements for each section of the Form 8-K, updated. more |
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| 11/7/2006 |
Form 8-K Summary Chart |
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| An at-a-glance chart that outlines the Form 8-K disclosure items, corresponding items from the prior Form 8-K, relation to safe harbor provisions and Form S-3 eligibility, updated. more |
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| 5/2/2006 |
2006 Update to Granting Stock Options in India |
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| On April 12, 2006, the United States Supreme Court approved changes to the Federal Rules of Civil Procedure that will require early involvement of the court in managing electronic discovery. more |
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| 3/7/2006 |
Life Sciences Companies Face Special Disclosure Challenges |
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| Life sciences companies face difficult disclosure issues because they operate in a particularly complex and financially sensitive regulatory environment. 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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| 9/30/2005 |
Executive Compensation and Benefits Update—Publication of IRC Section 409A Proposed Regulations |
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| On September 29, 2005, the Treasury Department released
the much anticipated Proposed Regulations to Section 409A
of the Internal Revenue Code (the "Proposed Regulations"). 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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| 9/19/2005 |
Executive Compensation and Benefits Update - Now We Are Making Sense — Revised Grant Date Rules
for Options |
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| 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. 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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| 8/18/2005 |
Executive
Compensation and Benefits Update - New Accounting Valuation Rules for Option
Grants—Definition of Grant Date |
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| Under FAS Statement 123(R) options granted to employees are valued based on their fair value as of the "grant date" of the option. 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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| 2/14/2005 |
Recent Trends In Securities Litigation: Perspectives From Plaintiffs And Regulators |
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| 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, 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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| 5/20/2004 |
India Update: Stock Options for Employees of India Subsidiaries of U.S. Companies |
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| 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. more |
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| 4/8/2004 |
Executive Compensation and Benefits |
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| FASB Publishes Exposure Draft on Changes to Accounting Rules for Equity Compensation more |
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| 10/27/2003 |
Overview of Stock Option Grants in China |
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| 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 more. 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. vs. 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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