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7/2/2009 Corporate and Securities Update: Major Corporate Governance Proposals Are on the Way
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
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
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 PDF icon
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
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
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
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
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 PDF icon
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 PDF icon
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 PDF icon
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 PDF icon
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. PDF icon
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 PDF icon
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
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
On April 10, 2007, the IRS issued final regulations under Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A). more
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.
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.
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
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
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
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
A detailed reference chart that highlights event triggers and disclosure requirements for each section of the Form 8-K, updated. more
11/7/2006 Form 8-K Summary Chart
An at-a-glance chart that outlines the Form 8-K disclosure items, corresponding items from the prior Form 8-K, relation to safe harbor provisions and Form S-3 eligibility, updated. more
5/2/2006 2006 Update to Granting Stock Options in India
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
3/7/2006 Life Sciences Companies Face Special Disclosure Challenges
Life sciences companies face difficult disclosure issues because they operate in a particularly complex and financially sensitive regulatory environment. more
9/30/2005 Corporate and Securities Law Update - Sweeping New Rules Apply to Securities Offerings by Technology and Life Science Companies
A major modernization of federal regulations that apply to registered securities offerings takes effect December 1, 2005. more
9/30/2005 Executive Compensation and Benefits Update—Publication of IRC Section 409A Proposed Regulations
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
9/29/2005 Corporate and Securities Law Update - Good News for Potential IPOs
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
9/19/2005 Executive Compensation and Benefits Update - Now We Are Making Sense — Revised Grant Date Rules for Options
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
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
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
8/18/2005 Executive Compensation and Benefits Update - New Accounting Valuation Rules for Option Grants—Definition of Grant Date
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
8/10/2005 Corporate and Securities Law Update - Pre-Dispute Contractual Waivers of Trial by Jury Ruled Unenforceable under California Law
The Contract Language / The Decision / Arbitration Agreements / Practical Impact more
8/4/2005 Corporate and Securities Law Update - Section 16 Update
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
5/25/2005 Corporate and Securities Law Update - Regulation FD Enforcement Actions
This memorandum summarizes the fact patterns of actions to present the application of Regulation FD in practical terms. more
2/14/2005 Recent Trends In Securities Litigation: Perspectives From Plaintiffs And Regulators
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
11/30/2004 SEC Issues FAQ Release on Form 8-K Filings
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
5/20/2004 India Update: Stock Options for Employees of India Subsidiaries of U.S. Companies
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
4/8/2004 Executive Compensation and Benefits
FASB Publishes Exposure Draft on Changes to Accounting Rules for Equity Compensation more
10/27/2003 Overview of Stock Option Grants in China
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
5/16/2003 M&A Development: Court Declares Certain Deal Protection Mechanisms Unenforceable
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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