Last month, the Delaware Court of Chancery and the US Securities and Exchange Commission (SEC), each analyzed the response of the McDonald’s board to allegations of serious misconduct by the company’s most senior executives. As a result, non-director officers may face liability for failing to properly oversee the corporation’s affairs and ignoring “red flags” within their “areas of responsibility.” To learn more read this article developed by Latham & Watkins.
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.
A guide to help FPIs and their investment bankers understand 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.
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 Guide developed by Latham & Watkins is a resource for public company executives and in-house counsel facing an investigation by the US Securities and Exchange Commission.
Many eagerly await the day when genuinely advanced artificial intelligence (AI) becomes a reality, and we're seeing more and more discussion of AI and another related technology, Bots. Understanding key distinctions between the two can help legal professionals make the best use of each. Both are important and useful in different ways, and this article is an introduction to their capabilities and applications.
The U.S. Department of Labor has blogged about the safety of workers during the busy holiday season, indicating an area of potential enforcement for OSHA in the coming weeks. As this is the season for office holiday parties, check out this article from Seyfarth Shaw detailing tips to minimize your organization’s exposure to legal liability and, more importantly, prevent an undesirable incident from occurring at your office holiday party.
In this article we take on some common myths with Julie Johnson, Senior Manager of Legal Operations at Align Technology. Julie and her team were faced with an incomplete repository and tools that were not designed with legal in mind, which caused a lot of frustration for Legal and their stakeholders. With Julie’s leadership and the guidance of consulting firm UpLevel Ops, the Legal Ops team selected and implemented Checkbox, a workflow automation tool, to tackle the problem of the incomplete repository and lack of search functionality Julie provides insights on how her teams have achieved success by utilizing and customizing tech solutions at Align.