On March 30, 2022, the U.S. Securities and Exchange Commission, by a three-to-one vote, issued a press release announcing proposed new rules intended to enhance disclosure and investor protections in initial public offerings by special purpose acquisition companies and in subsequent business combinations between SPACs and private operating companies.
Client Alert | April 6, 2022
On March 9, 2022 the SEC held a virtual open meeting where it considered a rule proposal for new cybersecurity disclosure requirements for public companies. Our lawyers provide a summary description of the rule proposal, as well as a Commissioner’s concerns related to the proposal.
Client Alert | March 11, 2022
In the current market environment, strong pre-IPO readiness can position companies to more swiftly access IPO market windows. This recorded presentation explores preliminary planning, structuring and governance considerations for private companies considering an IPO.
Webcasts | February 24, 2022
Our lawyers discuss a new rule proposed by the Securities and Exchange Commission which would shorten the security settlement cycle from two business days after the trade date to one business day after the trade date.
Client Alert | February 14, 2022
BlackRock, Vanguard and State Street Global Advisors recently issued their voting policy updates for 2022, as well as guidance about their 2022 priorities for their portfolio companies. These pronouncements from the “Big Three” asset managers reflect a number of common themes, including an emphasis on climate and the transition to a Net Zero economy, diversity at the board level and throughout the workforce, and effective human capital management.
Client Alert | January 25, 2022
We offer our observations on new developments and recommended practices for calendar-year filers to consider in preparing their Form 10‑K. This alert reviews the recent amendments to Regulation S-K adopted by the U.S. Securities and Exchange Commission and discusses how public companies are reacting to these new requirements.
Client Alert | January 21, 2022
Securities Docket is pleased to present its eleventh annual webcast on Dodd-Frank’s whistleblower provisions, featuring a dynamic and participatory discussion on the statutory and regulatory framework of Dodd-Frank’s whistleblower provisions, their interpretation by the SEC Office of the Whistleblower and federal courts. Panelists provide participants with practical tips for navigating the minefield of whistleblower complaints.
Webcasts | January 18, 2022
In this webcast, a panel of Gibson Dunn lawyers covers key developments to be aware of headed into the 2022 reporting and proxy season, including recent and upcoming SEC rulemaking and comment letters, proxy season trends, investor and proxy advisor updates, and regulatory developments on topics such as board diversity and director duties.
Publications | January 12, 2022
On December 15, 2021, the Securities and Exchange Commission (“SEC” or “Commission”) held a virtual open meeting where it considered four rule proposals, including two that are particularly pertinent to all public companies: (i) amendments regarding Rule 10b5-1 insider trading plans and related disclosures and (ii) new share repurchase disclosures rules.
Client Alert | December 23, 2021
In this webcast, members of Gibson Dunn's Capital Markets and Securities Regulation and Corporate Governance practice groups, as well as Chuck Park of Goldman Sachs’ Equity Capital Markets Group, as they provide an overview of market activity in 2021 and how companies reacted to the market impact of these developments.
Webcasts | December 14, 2021
Gibson Dunn lawyers review the recently released updates to proxy voting policies for the 2022 proxy season by Institutional Shareholder Services and Glass, Lewis & Co., the two major proxy advisory firms.
Client Alert | December 13, 2021
On November 17, 2021, the Securities and Exchange Commission approved amendments to the federal proxy rules to mandate the use of a universal proxy card in public solicitations involving director election contests. Our lawyers discuss why they believe that the new rules are likely to embolden activists and increase the incidence of contested director elections.
Client Alert | November 18, 2021
A main area of focus for public companies this past annual reporting season was the new human capital disclosure requirement for annual reports on Form 10-K. Gibson Dunn lawyers review disclosure trends among S&P 500 companies and provides practical considerations for companies as we head into 2022 and the second year of discussing human capital resources and management.
Client Alert | November 10, 2021
Yesterday, the proxy advisory firm Institutional Shareholder Services (“ISS") proposed and published for comment voting policy changes for the 2022 proxy season. Our lawyers discuss the five proposed updates that would apply to U.S. companies, including two related to “Say on Climate" proposals and a third related to climate issues.
Client Alert | November 5, 2021
SEC staff has issued new guidance on shareholder proposals that unwinds four years of staff precedent and raises the burden for companies seeking to exclude environmental and social proposals from proxy statements.
Client Alert | November 5, 2021
Gibson, Dunn & Crutcher LLP is pleased to announce that the firm has elected 27 new partners, effective January 1, 2022.
Press Releases | November 4, 2021
On October 13, 2021, the Securities and Exchange Commission adopted amendments to modernize filing fee disclosure for certain forms and schedules, as well as update payment methods for fees related to these filings.
Client Alert | October 19, 2021
Expert Guides has named 17 Gibson Dunn partners to its 2021 Guide to the World’s Leading Women in Business Law, which recognizes top female legal practitioners advising on business law.
Firm News | October 7, 2021
On September 22, 2021, the Public Company Accounting Oversight Board (PCAOB) adopted a final rule implementing the Holding Foreign Companies Accountable Act (HFCAA), which became law in December 2020 and prohibits foreign companies from listing their securities on U.S. exchanges if the company has been unavailable for PCAOB inspection or investigation for three consecutive years.
Client Alert | September 30, 2021
To continue assisting US companies with planning for SEC reporting and capital markets transactions into 2022, we offer our annual SEC Desktop Calendar. This calendar provides both the filing deadlines for key SEC reports and the dates on which financial statements in prospectuses and proxy statements must be updated before use (a/k/a financial staleness deadlines).
Client Alert | September 30, 2021
Recently, the SEC's Division of Corporation Finance has issued a number of comment letters relating exclusively to climate-change disclosure issues. Gibson Dunn's lawyers share their observations.
Client Alert | September 20, 2021
On September 14, 2021, the SEC announced a settled enforcement action against App Annie, Inc., an alternative data provider, and the Company’s co-founder and former CEO and Chairman, for misrepresentations both to data sources in connection with the collection of data, and to investment firm subscribers regarding the data underlying its product.
Client Alert | September 20, 2021
On August 19, 2021, the New York Stock Exchange (NYSE) proposed an amendment to Section 314.00 of the NYSE Listed Company Manual, the NYSE’s related party transaction approval rule. Gibson Dunn lawyers provide an overview of the proposal.
Client Alert | August 24, 2021
Gibson Dunn lawyers provide an overview of the ways in which climate policy is a significant consideration at the U.S. Securities and Exchange Commission (SEC).
Client Alert | August 23, 2021
On August 16, 2021, the U.S. Securities and Exchange Commission announced a settled enforcement action against Pearson plc, a U.K. educational publisher, for inadequate disclosure of a cyber intrusion. The settlement, in which Pearson agreed to pay a $1 million penalty, is the latest indication of the SEC’s continuing focus on cyber disclosures as an enforcement priority and an important signal to public companies that, particularly in the face of an environment of increasing cyberattacks, accurate public disclosure about cyber events and data privacy is critical.
Client Alert | August 23, 2021
Gibson Dunn lawyers provide an overview of shareholder proposals submitted to public companies during the 2021 proxy season, including statistics and notable decisions from the staff of the Securities and Exchange Commission on no-action requests.
Client Alert | August 19, 2021
On August 6, 2021, a divided Securities and Exchange Commission (SEC) voted to approve new listing rules submitted by The Nasdaq Stock Market LLC to advance board diversity through a “comply or disclose” framework and enhance transparency of board diversity statistics.
Client Alert | August 12, 2021
On July 28, 2021, the proxy advisory firm Institutional Shareholder Services opened its Annual Benchmark Policy Survey, covering a broad range of topics relating to non-financial environmental, social and governance performance metrics, racial equity, special purpose acquisition corporations and more.
Client Alert | August 5, 2021
Gibson Dunn lawyers look at the significant developments in securities enforcement from the first six months of 2021, and consider what to expect from new leadership at the U.S. Securities & Exchange Commission and the Enforcement Division.
Client Alert | July 20, 2021
On July 13, 2021, the Securities and Exchange Commission announced a partially settled enforcement action against a Special Purpose Acquisition Company, the SPAC sponsor and the CEO of the SPAC, as well as the proposed merger target and the former CEO of the target for misstatements in a registration statement and amendments concerning the target’s technology and business risks.
Client Alert | July 14, 2021
On June 21, 2021, the U.S. Department of Justice’s Antitrust Division (“DOJ”) announced that two officers of Endeavor Group Holdings Inc. have resigned their positions on the board of directors of Live Nation Entertainment Inc. in the wake of concerns expressed by DOJ that the two companies formed an illegal interlocking directorate under the antitrust laws.
Client Alert | June 25, 2021
On June 11, 2021, the Securities and Exchange Commission released Chair Gary Gensler’s Spring 2021 Unified Agenda of Regulatory and Deregulatory Actions. Gibson Dunn lawyers summarize the key and noteworthy aspects of the Agenda.
Client Alert | June 21, 2021
In order to meet the technical requirements for the upcoming interconnection of the EU Member States’ national registers holding centralized beneficial ownership information, Germany made several changes to the provisions on its transparency register, particularly related to real estate acquisitions. Gibson Dunn lawyers review the changes.
Client Alert | June 16, 2021
In its 2021 edition, Chambers USA awarded Gibson Dunn 94 first-tier rankings, of which 33 were firm practice group rankings and 61 were individual lawyer rankings.
Firm News | May 20, 2021
Seventeen Gibson Dunn partners were named among the 2021 Lawdragon 500 Leading Dealmakers in America.
Firm News | May 13, 2021
In this webcast, a panel of Gibson Dunn lawyers provides the latest update on the state of the SPAC market, recent SEC guidance on SPACs, the issues that sponsors, boards, underwriters, advisers and auditors should be considering in connection with SPAC IPOs, de-SPAC transactions, disclosures, and strategies for mitigating the regulatory and litigation risk.
Webcasts | May 13, 2021
On April 27, 2021, a federal court in the Northern District of California dismissed federal and state law claims brought derivatively on behalf of The Gap, Inc., holding that the California proceedings were foreclosed by a forum selection bylaw designating the Delaware Court of Chancery as the exclusive forum for derivative suits.
Client Alert | May 3, 2021
On Friday, April 9, 2021, the SEC Division of Examinations issued a Risk Alert detailing its observations of deficiencies and internal control weaknesses from examinations of investment advisers and funds regarding investing that incorporates environmental, social, and governance factors.
Client Alert | April 14, 2021
On March 31, 2021, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) issued a statement addressing certain accounting, financial reporting and governance issues related to SPACs and the combined company following a SPAC business combination.
Client Alert | April 7, 2021
On March 15, 2021, the Acting Chair of the Securities and Exchange Commission (SEC), Allison Herren Lee, gave a speech entitled “A Climate for Change: Meeting Investor Demand for Climate and ESG Information at the SEC," in which she sets forth a near-term regulatory agenda for the SEC that centers on climate and Environmental, Social, and Governance (ESG) topics.
Client Alert | March 16, 2021
On March 4, 2021, the Securities and Exchange Commission (SEC) announced the creation of the “Climate and ESG Task Force" in the SEC's Division of Enforcement.
Client Alert | March 5, 2021
On February 26, 2021, the Board of Governors of the Federal Reserve System issued a Supervision and Regulation letter containing its final supervisory guidance on the effectiveness of a banking institution’s board of directors. The Guidance applies to bank holding companies and savings-and-loan holding companies with total consolidated assets of $100 billion or more, with the exception of intermediate holding companies of foreign banking organizations. A separate Supervision and Regulation letter issued the same day revised twelve prior Supervision and Regulation letters touching on the subject and made nine additional prior Supervision and Regulation letters inactive.
Client Alert | March 3, 2021
On February 24, 2021, Allison Herren Lee, Acting Chair of the Securities and Exchange Commission (SEC), issued a statement titled “Statement on the Review of Climate-Related Disclosure” that “direct[s] the Division of Corporation Finance to enhance its focus on climate-related disclosure in public company filings”.
Client Alert | March 1, 2021
In this webcast, Gibson Dunn lawyers discuss significant 2020 developments in areas including antitrust, corporate governance, data privacy and cybersecurity, international trade, money laundering, securities fraud, and white collar defense and investigations.
Webcasts | February 23, 2021
Gibson Dunn lawyers offer their observations on new developments and recommended practices for calendar-year filers to consider in preparing their 2020 Form 10-K, including COVID-19-related disclosure issues.
Client Alert | February 3, 2021
A California federal court issued the first decision in the country in a securities class action arising out of the COVID-19 pandemic, dismissing the case on the ground that the issuer could not have anticipated the extent of the pandemic in early January 2020.
Client Alert | February 1, 2021
Gibson Dunn presents a panel discussion regarding recently adopted and proposed SEC rulemakings and what to expect for the upcoming proxy season.
Webcasts | January 20, 2021
On December 4, 2020, the Securities and Exchange Commission announced its first enforcement action against a public company for misleading disclosures about the financial effects of the pandemic on the company’s business operations and financial condition.
Client Alert | December 7, 2020
On December 1, 2020, The Nasdaq Stock Market LLC announced that it filed with the U.S. Securities and Exchange Commission (SEC) a proposal to advance board diversity and enhance transparency of board diversity statistics through new listing requirements.
Client Alert | December 4, 2020
The two most influential proxy advisory firms - Institutional Shareholder Services and Glass, Lewis & Co. - recently released their updated proxy voting guidelines for 2021. This Client Alert describes the key changes to the ISS and Glass Lewis policies along with some suggestions for actions public companies should take now in light of these policy changes and other developments.
Client Alert | December 3, 2020