Explore ACC's selection of global, regional, and country-focused resources to help in-house counsel navigate legal, business and career issues arising from the COVID-19 (coronavirus / 2019-nCov) crisis.
Each year brings new executive compensation rules and considerations, whether based on Securities and Exchange Commission (SEC) rules, developments under the Internal Revenue Code, litigation trends, institutional adviser sentiment, or proxy advisory firm policy updates. As a result, US public companies will need to be on top of the changing executive compensation rules when preparing their proxy statements and annual meeting agendas. Latham & Watkins provides an overview of key regulatory developments, including final rules from the SEC on pay versus performance disclosures, clawback policies and 10b5-1 insider trading plans, updates to Institutional Shareholder Services (ISS) and Glass Lewis voting guidelines, considerations relating to CEO pay ratio disclosures and equity plan proposals and other important proxy season housekeeping and reminders, including as they relate to say on pay and the say on pay frequency vote and compensation advisor independence and risk assessments. Companies should consult with their legal, tax, and accounting advisers to confirm compliance with disclosure requirements, tax law developments, recent litigation trends, and other considerations that will require continued attention in 2023 and beyond.
What are the key legal issues surround FPI's? Latham and Watkins have developed this guide to help the FPIs of the world and their investment bankers understand better the regulatory regime applicable to capital-raising activities in the United States.
In 2023 investors customers, regulators, and other key stakeholders are expected to continue to demand corporate responsiveness on ESG issues. However, how these stakeholders expect organizations to respond on ESG issues is becoming increasingly more nuanced and complex. In this complicated macro, economic, political and legal context, this fourth annual installment of Latham's "ESG top 10 list" highlights the ESG developments in trends that are likely to emerge in 2023.
This reference guide from Latham and Watkins contains useful references in regards to 8-K form filing events. In addition, there is a Desktop Reference provided for 2023 containing SEC filing and Staleness Dates for convenience.
Latham & Watkins provides an overview of how to best navigate the SEC's new "Clawback" rules. These include how to understand and apply the new rules, to new disclosure requirements and more.
This resource from Latham & Watkins LLP provides insight into frequently asked questions regarding Amended Rule 10b4-1 and Insider Trading Disclosures. These include questions on Compliance Dates and Transition Issues, Cooling-Off Periods, Overlapping Plans, Affiliated Entities, and more.
This User’s Guide provided by Latham & Watkins is designed to provide a roadmap to help navigate the financial statement requirements of the federal securities laws. We focus principally on the requirements for new registration statements in public offerings, including initial public offerings by emerging growth companies (EGCs) under the JOBS Act.1 We also summarize briefly the practices in the Rule 144A market, as well as the special rules applicable to “foreign private issuers.”
This User’s Guide from Latham & Watkins and KPMG is designed to provide a roadmap to help navigate the financial statement requirements of the US federal securities laws. We focus principally on the requirements for new registration statements in public offerings by “foreign private issuers” (a term that covers most non-US issuers other than foreign governments), including initial public offerings by emerging growth companies (EGCs) under the JOBS Act.1 We also summarize briefly the practices in the Rule 144A market.
Even public companies with a strong code of conduct, an exemplary tone at the top, robust internal controls, and a culture of compliance may face allegations of misconduct that can lead to an investigation by the Division of Enforcement of the US Securities and Exchange Commission (the SEC, the Enforcement Division, or the Commission). For a public company, the initiation of an SEC investigation can be startling to the company’s board and senior management. This Guide developed by Latham & Watkins is a resource for public company executives and in-house counsel facing an investigation by the Commission. Competently navigating the investigative process from the beginning is imperative and can help a company avoid an enforcement action or otherwise minimize potential sanctions, while allowing senior management to focus on operating the company’s business.
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