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4 pages
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.
Resource Details
Interest Area:
Corporate, Securities, and Governance
Region:
United States
Audience:
Mid-Career, New to In-House, Small Law Departments, Large Law Departments
17 pages
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.
Resource Details
Interest Area:
Corporate, Securities, and Governance
Region:
United States
Audience:
Mid-Career, New to In-House, Small Law Departments, Large Law Departments
The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States (2022 Edition)
244 pages
A guide to help FPIs and their investment bankers understand the regulatory regime applicable to capital-raising activities in the United States.
Resource Details
Interest Area:
Corporate, Securities, and Governance
Region:
United States
Audience:
Mid-Career, New to In-House, Small Law Departments, Large Law Departments
6 pages
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.
Resource Details
Interest Area:
Corporate, Securities, and Governance
Region:
United States
Audience:
Mid-Career, New to In-House, Small Law Departments, Large Law Departments
10 pages
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.
Resource Details
Interest Area:
Corporate, Securities, and Governance
Region:
United States
Audience:
Mid-Career, New to In-House, Small Law Departments, Large Law Departments