Publications
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06.08.2020Opportunity to Address Evolving Standards and Risk Management in the Pandemic AftermathUpdatesAs the United States and the rest of the world move toward reopening economies, businesses will begin to shift from survival mode to “back to business.”
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03.24.2020Board Oversight Is Critical in Crisis ManagementUpdatesThe coronavirus (COVID-19) outbreak and its possible impacts on corporations highlight the importance of the board of directors’ oversight function in times of crisis.
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03.24.2020Public Disclosures and Securities Compliance to Address in a Time of CrisisUpdatesThe immediate and possibly severe financial and business impacts of the coronavirus (COVID-19) outbreak have resulted in public companies closely reviewing their public disclosures and related securities compliance.
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2016The IPO Handbook
Second Edition, Merrill Corporation
An initial public offering is the realization of a dream for many entrepreneurs, executives, board members and stockholders, a singular achievement that demonstrates their success in building a strong business and creating value for owners, employees and customers. View The IPO Handbook. -
06.03.2013SEC Answers Frequently Asked Questions About Conflict Minerals Disclosure — FinallyUpdatesThe Securities and Exchange Commission’s (the Commission or SEC) Division of Corporation Finance provided answers to questions regarding the commission’s rules adopted in response to the Dodd-Frank Wall Street Reform and Consumer Protection Act requiring certain public companies to disclose on a new Form SD their use of conflict minerals originating in the Democratic Republic of the Congo (the DRC) or an adjoining country.
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02.28.2012Delaware Court Reaffirms Fiduciary Duties Owed by Manager of a Limited Liability CompanyUpdatesIn a recent decision by the Delaware Court of Chancery, Auriga Capital Corp. v. Gatz Properties, LLC, C.A. 4390-CS (Del. Ch. Jan. 27, 2012), the court strongly reaffirmed that managers of a limited liability company owe traditional fiduciary duties to the limited liability company and its minority members unless such duties are explicitly reduced or eliminated by the terms of the limited liability company's operating agreement.
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01.04.2012Financial Reform Act: SEC Finalizes Rules to Exclude Value of Primary Residence from “Net Worth” for Determining Accredited Investor StatusUpdatesThe Securities and Exchange Commission recently finalized its rules to conform the definition of “accredited investor” to the requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act.
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03.23.2009Delaware Supreme Court: Corporate Officers Have Same Fiduciary Duties as Corporate Directors; Common Law Shareholder Ratification Clarified: Gantler v. StephensUpdatesIn Gantler v. Stephens, C.A No. 2392, 2009 WL188828 (Del. Jan. 27, 2009), the Delaware Supreme Court affirmed a principle of corporate law that had been implied in prior decisions: officers of Delaware corporations owe the same fiduciary duties of care and loyalty to the corporation and its shareholders as directors owe. The Court also resolved contradictory prior opinions on the common law doctrine of shareholder ratification by limiting the doctrine to approval of board action that is not otherwise required to be approved by shareholders in order to be effective.
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02.13.2009Proxy Season Reminder: Public Companies Should Consider Updating the Advance Notice Provisions in Their BylawsUpdatesProxy statement preparation and planning for annual meetings of stockholders are in full swing. Along with proxy season comes the possibility that stockholders may submit proposals or nominations for consideration at the annual meeting.
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09.09.2005SEC Adopts Major Securities Offering ReformUpdatesThe SEC recently approved final rules that significantly modify the registration, communications and offering processes under the Securities Act of 1933, as amended. The new rules will be effective December 1, 2005. The most significant changes include:
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05.24.2005One Size Fits All Is Good for Socks, Bad for SOX – New Guidance on Section 404 Internal Control ReportsUpdatesThe Staff of the Securities and Exchange Commission, the SEC itself and the Public Company Accounting Oversight Board (PCAOB) each issued separate statements last week with guidance for companies implementing Section 404 of the Sarbanes-Oxley Act of 2002. This Update highlights some of the key concepts emphasized by the SEC and the PCAOB in last week's guidance and provides practical advice.
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05.13.2005Advising the Board of Directors in Acquiring a BusinessUpdatesAttorneys in the Perkins Coie Corporate Finance Group recently authored an article titled "Advising the Board of Directors in Acquiring a Business" that was published in Insights: the Corporate & Securities Law Advisor. Authorizing significant acquisitions can create legal risks for directors, and directors who authorize acquisitions that prove unsuccessful can be subject to litigation.
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04.02.2004MD&A Trends and Uncertainties—What Should a Company Disclose?UpdatesIn the SEC's recent focus on the quality of management's discussion and analysis, or MD&A, disclosure, it has re-emphasized the need to identify and analyze material trends, demands, commitments, events and uncertainties that could impact a company's liquidity, financial condition or operating results. This disclosure, the SEC believes, is critical to understanding a company's reported financial information and the extent to which reported information is indicative of future results or financial condition.
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09.23.2003SEC Clarifies (and Tightens) Requirements for Pre-Approval Policies for AuditUpdatesIn publishing responses to a series of frequently asked questions (FAQ), the SEC's Office of the Chief Accountant has provided guidance about pre-approval policies and other matters relating to the SEC's auditor independence rules adopted in January 2003. Those rules became effective in May 2003 and, among other things, require a company's audit committee to pre-approve all audit and non-audit services provided by the company's auditors.
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08.20.2003SEC Proposes New Disclosure Requirements Related to Director Nominations and Shareholder Communications With DirectorsUpdatesOn August 8, 2003, the Securities and Exchange Commission (SEC) proposed changes to the proxy rules that would expand disclosure regarding (a) the nominating committee and the process of nominating directors and (b) the process by which shareholders are able to communicate with a company's board of directors. The proposals do not require substantive changes by a company with respect to its nomination or shareholder communication processes; rather the proposals require disclosure of the details of the processes.
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02.04.2003SEC Finalizes Rules Prohibiting Insider Trading During Pension Fund Blackout PeriodsUpdatesOn January 28, 2003, the SEC published final rules implementing Section 306(a) of the Sarbanes-Oxley Act of 2002, which generally prohibits insider trading during pension plan blackout periods. These rules became effective on January 26, 2003; however, the requirement to file notices of blackout periods with the SEC on Form 8-K is not effective until 60 days after publication of the rules in the Federal Register. For blackout periods occurring between January 26, 2003 and February 25, 2003, reporting companies should furnish blackout notices to directors and executive officers as soon as reasonably practicable. Blackout notices are not required for currently effective blackout periods that started before January 26, 2003.