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The Association of Corporate Counsel (ACC) is the world's largest organization serving the professional and business interests of attorneys who practice in the legal departments of corporations, associations, nonprofits and other private-sector organizations around the globe.

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Sample Forms, Policies, and Contracts
Author
Latham & Watkins LLP
Publication Date
06/02/2020
5 pages

ESG has become a mainstream concern across companies, industries, and markets throughout the world. More than ever, companies’ ability to manage ESG risks and take advantage of new market opportunities can help them drive value for their stakeholders.

Resource Details
Region: United States
Sample Forms, Policies, and Contracts
Author
Latham & Watkins LLP
Publication Date
06/02/2020
1 pages

Activist investors often begin planning their campaigns as much as a year in advance of the annual meeting. This includes accumulating stock positions, coordinating with other hedge funds in so-called “wolf packs,” analyzing the target company’s defenses and vulnerabilities, and making initial contacts with the target company. Therefore, target companies should focus on early vigilance and advance preparation.

Resource Details
Region: United States
Sample Forms, Policies, and Contracts
Author
Latham & Watkins LLP
Publication Date
06/02/2020
1 pages
Resource Details
Region: United States
Sample Forms, Policies, and Contracts
Author
Latham & Watkins LLP
Publication Date
06/02/2020
17 pages
Sample Forms, Policies, and Contracts
Author
Latham & Watkins LLP
Publication Date
06/02/2020
12 pages
Resource Details
Region: United States
Author
Robin L. Struve, Bradd L. Williamson, and Julie Rognile, Latham & Watkins LLP
Publication Date
06/08/2020

Section 162(m) of the US Internal Revenue Code (the Code) as amended by the Tax Cuts and Jobs Act (TCJA) denies a tax deduction for compensation of more than US$1 million paid to certain executive officers of a publicly traded corporation (covered employees). This Client Alert examines the 10 key takeaways from the proposed regulations.

Resource Details
Region: United States
Sample Forms, Policies, and Contracts
Author
Latham & Watkins LLP
KPMG
Publication Date
11/20/2020
2 pages
Resource Details
Region: United States
Sample Forms, Policies, and Contracts
Author
Latham & Watkins LLP
Publication Date
11/20/2020
1 pages
Resource Details
Region: United States
Sample Forms, Policies, and Contracts
Author
Latham & Watkins LLP
Publication Date
11/20/2020
2 pages

When do you need acquired business financial disclosures in a prospectus under the SEC's amended rules?

Resource Details
Region: United States
Sample Forms, Policies, and Contracts
Author
Latham & Watkins LLP
Publication Date
11/20/2020
270 pages
Resource Details
Region: United States
Sample Forms, Policies, and Contracts
Author
Latham & Watkins LLP
Publication Date
11/20/2020
148 pages
Resource Details
Region: United States
2 people found this helpful.
Sample Forms, Policies, and Contracts
Author
Alexander F. Cohen, Paul M. Dudek, and Joel H. Trotter, Latham & Watkins LLP; Jonathan R. Guthart, Timothy D. Brown, and Erin L. McCloskey, KPMG LLP
Publication Date
11/20/2020
52 pages

The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.

This User’s Guide 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.

Sample Forms, Policies, and Contracts
Author
Latham & Watkins LLP (Alexander F. Cohen, Paul M. Dudek, Joel H. Trotter) and KPMG LLP (Jonathan R. Guthart, Timothy D. Brown, Erin L. McCloskey)
Publication Date
11/20/2020
50 pages

The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.

This User’s Guide 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.”

Resource Details
Region: United States
Articles
Author
Latham & Watkins LLP
Publication Date
01/11/2021
7 pages

The enforcement actions provide early clues on how the SEC’s “risk-based data analytics” may flag public companies for investigation.

Resource Details
Region: United States
Sample Forms, Policies, and Contracts
Author
Latham & Watkins LLP
Publication Date
01/11/2021
2 pages
Resource Details
Region: United States
Sample Forms, Policies, and Contracts
Author
Latham & Watkins LLP
Publication Date
01/11/2021
22 pages

Followers of the financial press will not have failed to note the prominence of Environmental, Social, and Governance (ESG) developments in recent years, whether through regulatory proposals, statements from asset managers concerning ESG, or industry/sector changes. As such, much has been written about the movement away from a shareholder economy toward a stakeholder economy, and the need to “build back better” as part of COVID-19 economic renewal packages.

Resource Details
Region: United States
Articles
Author
Latham and Watkins LLP
Publication Date
04/16/2021

This User’s Guide 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.”

Resource Details
Region: United States
Audience: Deputy GC, Mid-Career
Articles
Author
Latham & Watkins LLP
Publication Date
03/09/2021
3 pages

On March 4, 2021, the US Securities and Exchange Commission (SEC) announced the creation of a Climate and ESG Task Force in the Division of Enforcement. According to the SEC, the Task Force will develop initiatives to proactively identify ESG-related misconduct in the form of gaps or misstatements of issuer disclosure by means of the Division’s resources, including the collection of tips and whistleblower complaints and the use of data mining and analysis. The Division of Enforcement’s new Climate and ESG Task Force will use data analysis to mine and evaluate registrant information for possible violations.

Resource Details
Region: United States
Audience: Deputy GC, Mid-Career
Articles
Author
Latham & Watkins LLP
Publication Date
04/16/2021
3 pages

The focus on culture has become more acute during the COVID-19 pandemic, as investors and consumers observe and judge companies based on their navigation of the crisis, particularly treatment of employees and wider societal stakeholders. In our view, the global regulatory direction of travel is clear. Companies and investors planning an exit must consider the impact that poor corporate culture may have on their potential to achieve an exit, in particular an IPO, and to prosper as a company in the longer term.

Resource Details
Audience: Deputy GC, Mid-Career, Small Law Departments, Large Law Departments
Articles
Author
Latham & Watkins
Publication Date
04/16/2021

Companies defined as “foreign private issuers” enjoy a number of important advantages under special SEC rules and accommodations.

Resource Details
Audience: Small Law Departments, Large Law Departments
Articles
Author
Latham & Watkins
Publication Date
04/16/2021

In passing the Ban on Non-Compete Agreements Amendment Act of 2020, Washington, D.C., joins California and a handful of other states in prohibiting virtually all non-competes.

Articles
Author
Latham & Watkins
Publication Date
04/16/2021

Under the new stimulus law, employers must make available temporary COBRA premium subsidies and special COBRA enrollment rights to eligible individuals. Employers are entitled to a refundable payroll tax credit for the amount of the subsidies.

Author
Paul A. Davies, Nicola Higgs, Sophie Lamb QC, Ryan J. Maierson, Colleen C. Smith, Michael D. Green, and Edward R. Kempson
Publication Date
02/15/2021

Despite concerns early in 2020 that the pandemic would impact the growth of environmental, social, and governance (ESG) initiatives, the opposite proved to be the case with political and investor momentum aligning and ESG initiatives surging in the climate of “building back better”. This growth will likely accelerate in 2021, particularly as leading economies and financial centres in the US, China, the EU, and the UK make political and legislative commitments focused on ESG and investors double down on their ESG demands.

This second instalment of Latham’s annual 10 Things to Look Out For blog post highlights ESG-related developments and trends to anticipate in 2021.

Articles
Author
Holly M. Bauer, Robin L. Struve, and Jina Davidovich
Publication Date
02/15/2021

Corporations that offer incentive stock options (ISOs) or maintain a tax-qualified employee stock purchase plan (ESPP) have an obligation to file returns with the Internal Revenue Service (IRS) and to deliver information statements to employees and former employees regarding the acquisition of shares under such arrangements. These filing obligations are intended to provide employees and former employees with sufficient information to enable them to calculate their tax obligations.

Resource Details
Region: United States
Sample Forms, Policies, and Contracts
Author
Latham & Watkins LLP
Publication Date
08/17/2021
1 pages
Resource Details
Region: United States
Articles
Author
Sharon Lau, Partner, Latham & Watkins LLP, Singapore, Ryan Maierson, Partner, Latham & Watkins LLP, Houston, Rob Malionek, Partner, Latham & Watkins LLP, New York, Colleen Smith, Partner, Latham & Watkins LLP, San Diego, and Hui Xu, Partner, Latham & Watkins LLP, Beijing
Publication Date
08/17/2021
2 pages

Special Purpose Acquisition Companies (SPACs) have been gaining traction during the past 18 months, although more recently they have come under the spotlight for more negative reasons. Following high-profile litigation associated with certain de-SPAC deals and statements from the Securities and Exchange Commission (SEC), many investors are now starting to question SPACs as an investment vehicle of choice.

Resource Details
Region: United States
Articles
Author
Latham & Watkins LLP
Publication Date
08/17/2021
152 pages
Resource Details
Region: United States
Articles
Author
Latham & Watkins LLP
Publication Date
08/17/2021
270 pages
Resource Details
Region: United States
Articles
Author
Brian D. Miller
Publication Date
02/11/2020
2 pages

This is a cheat sheet for Schedule 13G Annual Filings.

Resource Details
Region: United States
Sample Forms, Policies, and Contracts
Author
Latham & Watkins LLP
Publication Date
02/02/2022
2 pages

In this resource, in-house counsel can keep look up and keep track of their filing status with this handy reference guide.

Resource Details
Region: United States
Audience: Deputy GC, Mid-Career, Small Law Departments, Large Law Departments
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