Publications
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2021The Public Company Handbook: A Corporate Governance and Disclosure Guide for Directors and Executives - Sixth EditionLawyer PublicationsOur sixth edition of The Public Company Handbook: A Corporate Governance and Disclosure Guide for Directors and Executives, provides a “plain English” guide for directors, officers, and other executives seeking to familiarize themselves with legal and other board and management issues facing public or soon-to-be-public companies.
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01.20.2021SPACs: Frequently Asked QuestionsLawyer PublicationsAmong other things, 2020 will be remembered as a year that saw a boom in the use of Special Purpose Acquisition Companies (SPACs) as a robust alternative to an initial public offering (IPO). A SPAC is a company formed to raise capital in a public offering, with the offering proceeds serving as a blind pool of funds held in trust to finance the acquisition of one or several unidentified targets.
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10.09.2020Early Takeaways From SEC's FY 2020 Fraud EnforcementArticles
Law360
After a positive year of financial fraud enforcement in fiscal year 2019, the U.S. Securities and Exchange Commission's Division of Enforcement posted quality cases in fiscal year 2020. -
07.2020/08.2020Accelerating Gender Diversity on Boards: Reviewing Legislative ActionArticlesFor the past generation, mainstream public companies in America have slowly increased the gender and racial diversity of their boards of directors to better reflect the faces of the American consumer and the shareholder base.
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03.13.2020COVID-19: Public Company Annual Meeting ConsiderationsUpdates
As the effects of the coronavirus (COVID-19) continue to develop, public companies are faced with a variety of concerns, including the impact “social distancing” recommendations and restrictions will have on annual shareholder meetings.
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11.20.2019Opinion: Equity in Boardrooms Goes Beyond NumbersLawyer PublicationsThis year has seen a host of headlines trumpeting the results of efforts over the past several years to increase gender equality in the boardroom.
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11.2019 / 12.2019The Delaware Supreme Court’s Blue Bell Creameries Decision: Lessons on Risk Oversight and Independence From Marchand v. BarnhillArticlesIn its June 2019 Marchand v. Barnhill opinion, the Delaware Supreme Court provided guidance for directors (and their advisors) in two key areas—compliance and independence.
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10.31.2019SEC's Fraud Enforcement Shows Quality, If Not QuantityArticles
Law360
In September 2018, shortly before the beginning of the U.S. Securities and Exchange Commission's 2019 fiscal year, SEC Division of Enforcement Co-Director Stephanie Avakian discussed the standard by which the enforcement program should be judged. -
07.2019 / 08.2019Building Strength From (Material) Weakness: Audit Committee Oversight of Internal ControlsArticlesRecent high-profile media reports of corporate malfeasance provide ample examples of negative impacts that can be traced to poor tone at the top—senior leadership’s role in setting and enforcing the priorities and values of the company.
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08.2018Governance Perils Involved in Financing Transactions by Emerging CompaniesArticles
Deal Lawyers; pg. 10
A recent decision by Delaware’s Chancellor Bouchard, Carr v. New Enterprise Associates, Inc., highlights the potential governance challenges and risks that arise in two financing scenarios encountered by emerging companies, including those backed by venture or private equity funds. -
04.27.2018The Delicate Task: A Practice Guide to Investigating Allegations of Company-Internal MisconductArticles
This article surveys key investigation-related issues important to companies, including why investigations matter; balancing investigative objectives against business realities; key investigative steps (and pitfalls); how to avoid the "runaway investigation"; how to share investigative findings; and how to construct an effective remediation plan.
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02.23.2018SEC on Cybersecurity: Jay Clayton’s “Light Touch”UpdatesThe U.S. Securities and Exchange Commission (SEC) issued its first formal interpretative release on public company disclosure obligations relating to cybersecurity since the SEC Division of Corporation Finance’s guidance in 2011.
This update was republished in Bloomberg BNA's White Collar Crime Report on 03.16.2018, "New SEC Cybersecurity Guidance Reflects Clayton's 'Light Touch'," and Bloomberg's Big Law Business on 03.13.2018, "SEC on Cybersecurity: Jay Clayton’s “Light Touch." -
11.2017/12.2017‘Is That a Target on Your Back?’: Board Cybersecurity Oversight Duty After the Target SettlementArticles
The Corporate Governance Advisor, Volume 25, Number 6
In the wake of the onerous settlement imposed on Target Corporation arising from its data breach, the cyberattack against Equifax and its aftermath, the U.S. Securities and Exchange Commission’s (SEC’s) own questionable handling of its data breach, and ongoing data breach lawsuits against directors, public company directors are rightfully concerned about their cybersecurity oversight duty. -
02.10.2017 (Revised)Recent Whistleblower Protection Actions by SEC and Congress Add Risk to Severance AgreementsUpdatesThe SEC’s recent enforcement actions addressing severance agreement language that may violate whistleblower protections under the federal securities laws were the subject of an article by Perkins Coie attorneys Luis Mejia, Stewart Landefeld, Eric DeJong and Ann Marie Painter.
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2016The Public Company Handbook: A Corporate Governance and Disclosure Guide for Directors and Executives - Fifth EditionLawyer PublicationsOur fifth edition of The Public Company Handbook: A Corporate Governance and Disclosure Guide for Directors and Executives, provides a “plain English” guide for directors, officers and other executives seeking to familiarize themselves with legal and other board and management issues facing public or soon-to-be-public companies.
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12.2016Washington Business Entities: Law and Forms, Second EditionLawyer Publications
Lexis Publishing/Matthew Bender & Company
Perkins Coie partners Stewart Landefeld and Eric DeJong have co-authored Washington Business Entities: Law and Forms, Second Edition, an indispensable treatise for any corporate attorney and general practitioner seeking a resource and tool that provides comprehensive guidance on Washington business laws. -
11.2016Whistleblower Protection Actions Impact Severance AgreementsArticles
Two recent SEC enforcement actions highlight the possibility that severance agreements may violate whistleblower protections under the federal securities laws if not properly drafted. In a related development, Congress has provided protection to whistleblowers who disclose trade secrets to the government. Severance agreements can be drafted to address these concerns, yet protect privileged and confidential information.
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11.2016 / 12.2016When the Private Becomes Public: Disclosing the Illness of the CEOArticles
The Corporate Governance Advisor, Volume 24, Number 6
When a public company senior executive falls seriously ill or otherwise requires a leave of absence, the executive must juggle challenging personal issues while considering his or her responsibilities as an officer. -
03.03.2016New Law Increases Scrutiny for Importing Goods Made with Forced LaborUpdatesThe federal government took another step in the fight against human trafficking and forced labor. President Obama signed into law on February 24, 2016, the Trade Facilitation and Trade Enforcement Act of 2015 (TFTEA).
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08.2015Whistleblowers, NDAs and SEC Enforcement ActionArticles
Insights, Volume 29, Number 8
A recent SEC enforcement action highlights the possibility that a confidentiality provision may, in some circumstances, violate certain whistleblower protections under the federal securities laws. While companies must be attuned to these protections, there is language that companies can consider to address the SEC’s concerns. -
05.2015 / 06.2015Board Tools for Oversight of Cybersecurity RiskArticles
Corporate Governance Advisor, Volume 23, Number 3
In exercising a board’s duty of oversight, the magnitude and complexity of cybersecurity risk present special challenges. -
11.2013 / 12.2013Removing a Director: A Board’s Duty of OversightArticles
The Corporate Governance Advisor
One challenge of board governance is that although directors, particularly members of the nominating and governance committee, have a responsibility to oversee the healthy functioning of a board, it is the shareholders, not the board, who generally have the power to remove a director. Although corporate law leaves the board with few levers to pull to address the inadequacy of a director, tools do exist. Lead independent directors, chairs, and nominating and governance committees can use these tools as part of the process of maintaining a well-functioning board. -
02.21.2012The Value of Restraint: Independence of Corporate Directors After infoGROUPArticlesStewart Landefeld, Firmwide Chair of the Business practice, co-authored the January 2012 INSIGHTS: The Corporate & Securities Law Advisor article, "The Value of Restraint: Independence of Corporate Directors After infoGROUP." In the article, they explore a recent Delaware Chancery Court decision that illustrates the context-focused manner in which a Delaware court will assess the independence of directors.
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2011The Public Company Handbook: A Corporate Governance and Disclosure Guide for Directors and ExecutivesLawyer Publications
RR Donnelley (Fourth Edition, 2011)
Understanding the many SEC, NYSE, Nasdaq and state law issues that affect their companies can be a bewildering task for directors and officers. To help with this is the just released fourth edition of The Public Company Handbook: A Corporate Governance and Disclosure Guide for Directors and Executives, a "plain English" guide for directors and executives seeking to familiarize themselves with legal matters facing public companies. -
11.03.2010Fair Warning on Fair Disclosure! SEC Settles its Third Regulation FD ActionUpdatesThe SEC recently settled a Regulation FD action against Office Depot and several of its executives. This Update summarizes the key issues addressed in this action and offers practical guidance.
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08.26.2010Three + Three = Proxy Access for 2011: SEC Approves Rule Amendments, Generally Effective for the 2011 Proxy Season, to Allow Shareholders Right to Nominate DirectorsUpdatesAt yesterday's open meeting of the Securities and Exchange Commission (SEC), a split Commission approved rule amendments to permit shareholders to nominate directors for corporate boards.
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07.2010Effective Strategies to Support Board DeliberationsArticles
Bank Director Magazine - 3rd Quarter 2010
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05.26.2010Jonathan Ingram Discusses New Staff Legal Bulletin Easing the Post-Merger De-Registration Process for Public Company TargetsLawyer PublicationsM&A and Private Equity Viewpoints
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11.30.2009SEC Settles its First Regulation G Enforcement Action: How to Avoid Your Own Enforcement ActionUpdatesOn November 12, 2009, the SEC announced the settlement of its first Regulation G enforcement action. Regulation G prohibits the presentation of non-GAAP financial measures in a misleading way and requires companies to present—alongside the non-GAAP financials—the most directly comparable GAAP measures and a clearly understandable reconciliation of the GAAP and non-GAAP measures.
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10.05.2009What's This? A Regulation FD Enforcement Action?UpdatesLast week's settlement of a Reg. FD action by the SEC against the CFO of American Commercial Lines (ACL) seems like a throwback to an interrupted line, to the enforcement actions from 2002 to 2005 that slowed to a crawl with the "Siebel II" action in late 2005.
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09.24.2009The Consumer Financial Protection Agency Act of 2009: Welcome to the World of Financial Services Regulation!UpdatesThis month, Congress will begin to address the proposed Consumer Financial Protection Agency Act of 2009, known as the CFPAA, which is one piece of the dramatic financial regulatory reform that Barney Frank, Chairman of the House Financial Services Committee, introduced in July 2009.
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09.10.2009Congressional Action on Executive Compensation: Senate to Take Up Bill on Say-on-Pay and Compensation Committees as Congress Returns From Its August RecessUpdatesOn July 31, 2009, the House of Representatives, with the support of the Obama Administration, passed H.R. 3269, the Corporate and Financial Institution Compensation Fairness Act of 2009, proposed legislation that would require all publicly traded companies to seek a nonbinding "say‑on-pay" vote of shareholders on executive compensation packages annually and in acquisition transactions.
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2009The Officer's Role in Facilitating Complex Board DecisionsArticles
Corporate Governance Advisor
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03.11.2009The SEC Speaks in 2009: Our Top TakeawaysUpdatesIn February 2009, at the annual SEC Speaks conference in Washington, D.C., senior staff of the U.S. Securities and Exchange Commission reviewed significant actions of the previous year and identified top priorities for the year to come. This update lists our top takeaways from the conference that may have an impact on your business.
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05.29.2007The Board of Directors in the Age of InvestigationUpdates
Directors of public companies are being called on to supervise independent investigations with increasing frequency. The ongoing furor over stock option backdating is simply the most recent illustration of this trend. Countless boards are finding themselves in a position of conducting independent investigations in order to identify improprieties and respond to concerns from regulators, prosecutors, auditors, shareholders and others.
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03.09.2007Perkins Coie Announces the Revised February 2007 Edition of the Executive Compensation Disclosure Handbook: A Practical Guide to the SEC's New RulesUpdatesPerkins Coie is pleased to announce a revised version of the Executive Compensation Disclosure Handbook: A Practical Guide to the SEC's New Rules, a publication written by Perkins Coie attorneys that provides a complete, plain English explanation of the SEC's executive compensation and related disclosure requirements.
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02.28.2007Now Are You Ready for the New Rules? Special Preview of the Revised February 2007 Edition of the Executive Compensation Disclosure Handbook: A Practical Guide to the SEC's New RulesUpdatesThe Securities and Exchange Commission amended its new executive officer and director compensation disclosure rules in December 2006 and released Staff guidance on these rules in 2007. The substantial changes to the rules will likely increase the attention and scrutiny the SEC, investors and the public apply to proxy statements and annual reports during ongoing proxy and annual reporting seasons. The revised edition of the Executive Compensation Disclosure Handbook: A Practical Guide to the SEC's New Rules provides an overview of the most significant changes and requirements through mid-February 2007 under the new rules and guidance and offers practical advice to help companies understand, and comply with, the new disclosure requirements.
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01.24.2007Who Is Your Constituency? Pending Washington State Bill Could Impact Fiduciary Duties of Directors of Washington CorporationsUpdatesRecently introduced Washington House Bill 1111 and its Senate counterpart, Senate Bill 5294, would add Washington to the list of states with so-called "constituency statutes." If adopted, these bills will significantly change the standards of conduct that apply to directors of corporations organized in the State of Washington.
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01.09.2007Are You Ready for the New Rules? Perkins Coie Announces the Executive Compensation Disclosure Handbook: A Practical Guide to the SEC's New RulesUpdatesPerkins Coie is pleased to announce the Executive Compensation Disclosure Handbook: A Practical Guide to the SEC's New Rules. This handbook is the most practical, plain English guide available for public company management, directors and general counsel on the SEC's new requirements for public company disclosure and reporting of executive and director compensation and related issues.
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12.22.2006Happy Holidays From the SEC! Change to New Compensation Disclosure Rules for Stock and Option Awards Effective for Upcoming Proxy SeasonUpdatesThe Securities and Exchange Commission just announced that it has amended its new executive officer and director compensation disclosure rules, effective immediately. The FASB requires companies to recognize the costs of equity awards over the period in which an employee must provide service in exchange for the award under Statement of Financial Accounting Standards No. 123 (revised 2004) Share-Based Payment. The new SEC amendments will more closely align the reporting of equity awards in the Summary Compensation Table and the Director Compensation Table to the amounts that are disclosed in the financial statements under FAS 123R.
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09.05.2006Sunlight for Executive Pay - SEC Overhauls Executive Officer and Director Compensation and Related Disclosure RulesUpdatesThe federal securities laws require clear, concise and understandable disclosure about the amount and type of all compensation paid to chief executive officers and other highly compensated executives of public companies. In recent years widespread and increasing interest in executive pay and the perceived inadequacy of current disclosure spawned frequent front-page headlines and heated rhetoric from members of Congress and shareholder advocates. The Securities and Exchange Commission recently adopted comprehensive amendments to its executive officer and director compensation disclosure rules. The new rules retain the combined tabular and narrative format, but attempt to elicit a clearer, more complete picture of all compensation paid to specified executive officers and to directors. The SEC also significantly revised disclosure rules for financial transactions and relationships between companies and executive officers, directors, significant shareholders, and their respective family members, as well as with respect to director independence and other corporate governance matters. Companies must make all disclosures under the new rules in plain English. These changes affect disclosures in proxy and information statements, annual and periodic reports, and registration statements, as well as Form 8-K reporting of compensation arrangements.
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07.28.2006Decision in Washington Derivative Case Highlights Benefits of Good Governance PracticesUpdatesIn a decision generally protective of directors and officers, a Seattle federal district court recently held that shareholders who seek to bring derivative claims under Washington law must meet requirements similar to those imposed under Delaware law. In re Cray, Inc., 431 F. Supp. 2d 1114 (W.D. Wash. 2006).
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06.21.2006Delaware Supreme Court's Disney Decision Affirms the Business Judgment Rule and Endorses Compensation Committee Best Practices — "Quantify. Discuss. Document."UpdatesIn the Delaware Supreme Court's recent opinion in the Disney case, Justice Jacobs provided better "best practices" advice for compensation committee decision making (and by analogy, board and other board committee decision making) than we may have seen in decades. The court also rejected the argument that making a decision in the absence of adequate information and deliberation amounts to bad faith.
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06.15.2006Third Time's a Charmer: Perkins Coie Announces Third Edition of The Public Company Handbook: A Corporate Governance and Disclosure Guide for Directors and ExecutivesUpdatesPerkins Coie is pleased to announce the third edition of the most practical, plain English guide available for public company corporate governance in the post-Sarbanes-Oxley world: The Public Company Handbook: A Corporate Governance and Disclosure Guide for Directors and Executives.
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04.10.2006More Relief for Smaller Public Companies? Advisory Committee Makes Sweeping RecommendationsUpdatesIn early 2006, the SEC's Advisory Committee on Smaller Public Companies issued an exposure draft of its "final report," which makes recommendations that would dramatically reduce the cost of Sarbanes-Oxley compliance for smaller issuers, including "scaling" SEC regulation for the smaller capitalization companies that represent over 80% of all public companies, but only 6% of total market capitalization, and a new private offering exemption. The Advisory Committee will send its report to SEC Chairman Cox on April 23, 2006.
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01.19.2006In the Penalty Box or Skating By? New Guidelines Shape SEC EnforcementUpdatesIn recent years the SEC has dramatically increased the size of civil penalties it seeks from companies accused of violating the federal securities laws. Critics questioned the SEC's lack of standards for determining such penalties and argued that the SEC's approach simply heaped additional punishment on the very same shareholders who were victimized by the company's violations.
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10.14.2005A Neer Miss for CFOs and CEOs — Federal Court Finds No Private Right of Action Under Sarbanes-Oxley Section 304UpdatesIn the first case to directly address the question, a federal district court has held that private parties have no right to enforce Section 304 of the Sarbanes-Oxley Act of 2002. Neer v. Pelino, No. 04-CV-04791-SD (E.D. Pa. Sept. 27, 2005). Instead, the court held that only the SEC can enforce Section 304.
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09.13.2005Too Fine a Point? Court Dismisses SEC Regulation FD EnforcementUpdatesA judge in the U.S. District Court for the Southern District of New York recently dismissed the SEC's first Regulation FD enforcement action to be tested in federal courts. In dismissing the action against Siebel Systems and two of its officers, the Court took the SEC to task for its overly aggressive enforcement of Regulation FD.
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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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04.11.2005Don't "Go with the Flow" - In Flowserve, SEC Brings First Regulation FD Enforcement Action for Reaffirmation of Earnings GuidanceUpdatesIn March 2005 the SEC announced its settlement of a Regulation FD enforcement action against Flowserve Corporation, the company's CEO and its director of investor relations (IR). In the Flowserve Regulation FD enforcement action, the SEC has, for the first time: Asserted that a company violated Regulation FD by affirming, as opposed to announcing changes to, previous earnings guidance; and Included enforcement against an IR professional.
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02.08.2005Sentencing Guidelines on Compliance Programs – A "Silk Purse" for Corporate DirectorsUpdatesWhat is a director's duty for corporate legal compliance? Recent amendments to the United States Organizational Sentencing Guidelines can help directors and their advisors answer that important question.
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01.19.2005Happy New Year? Recent Securities Litigation Settlements Highlight Increasing Risks to Corporate DirectorsUpdatesThe Sarbanes-Oxley Act and recent changes in Securities and Exchange Commission and stock exchange requirements have imposed ever greater responsibilities on corporate directors. As these additional responsibilities expose directors to increasing risks, companies have struggled to attract and retain qualified candidates to serve as independent directors.
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12.08.2004SEC Gives Smaller Accelerated Filers Extra Time to File Sarbanes-Oxley Internal Control ReportsUpdatesThe SEC has issued an exemptive order granting smaller accelerated filers up to an additional 45 days to include in their annual reports the management's report on internal control over financial reporting and the related auditor's report on management's assessment of internal control over financial reporting, both of which are required under SEC rules implementing Section 404 of the Sarbanes-Oxley Act of 2002. Although this postponement does not, for example, apply to Fortune 100 companies, like General Electric or Procter & Gamble, its practical effect will be to provide some additional time for many small- and mid-cap companies, including Nasdaq-listed technology and biotech companies, to complete management's assessment of internal control over financial reporting and for their auditors to complete their reports on management's assessment.
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11.19.2004SEC Postpones Final Acceleration of Periodic Report Filing Dates for Accelerated FilersUpdatesThe SEC has postponed for one year the final phase-in period for acceleration of the due dates of quarterly and annual reports required to be filed under the Securities Exchange Act of 1934 by "accelerated filers." The SEC has also conformed requirements concerning financial statements contained in registration statements and proxy statements to apply the postponed phase-in period.
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10.29.2004SEC Proposes Securities Offering ReformUpdatesAt an open meeting on October 26, 2004, the SEC announced proposals that would result in significant changes to the registered offering process under the Securities Act of 1933, as amended. The SEC proposed changes in three areas: communications related to registered securities offerings, liability timing issues and improved shelf registration processes. The SEC has not yet released the text of the proposed rules, which release will trigger commencement of the 75-day comment period.
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08.31.2004Improving Board Decisionmaking in Post-Sarbanes-OxleyUpdatesEnron, WorldCom, and similar corporate failings were economic disasters. To the general public, and to Congress, they evidenced ethical lapses or failures of board oversight.
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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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03.30.2004SEC Amends Form 8-K to Expand Required Disclosure and Accelerate Filing DeadlineUpdatesThe SEC has adopted amendments to Form 8-K in response to the "real time issuer disclosure" mandate in Section 409 of the Sarbanes-Oxley Act of 2002. Amended Form 8-K is intended to provide investors with more and faster disclosure of important corporate events.
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03.04.2004SEC Extends Dates for Implementation of Sarbanes-Oxley Section 404: Compliance for Internal Control Over Financial ReportingUpdatesThe SEC is extending the compliance dates for its regulations relating to "internal control" rules implementing Section 404 of the Sarbanes-Oxley Act as they apply to selected groups of companies. As announced on February 24, 2004: Accelerated filers with fiscal years ending between June 14, 2004 and November 14, 2004 do not need to comply with these requirements for the current fiscal year, as they were previously required to do.
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01.14.2004SEC Urges Management to Pick Up the Drafting Pen: MD&A Drafting Tips Based on New SEC Interpretive ReleaseUpdatesEffective December 29, 2003, the Securities and Exchange Commission issued detailed interpretive guidance regarding disclosure in Management's Discussion and Analysis (MD&A), developed from the SEC's recent experiences, including enforcement actions and its 2002 review of the annual reports and MD&A disclosure of the Fortune 500 companies. We previously provided a checklist based on the SEC's preliminary review of those filings.
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12.04.2003Happy New Year? The SEC Adopts New Rules Requiring Nominating Committee DisclosureUpdatesLast week the SEC released final rules – effective January 1, 2004 – that require public companies to disclose nominating committee procedures and procedures for shareholder communications with directors. These new rules harmonize with the recently finalized NYSE and Nasdaq nominating committee requirements and represent the SEC's latest step in its ongoing effort to make board operations more transparent to shareholders.
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11.17.2003Perkins Coie Announces Second Edition of The Public Company Handbook: A Corporate Governance and Disclosure Guide for Directors and ExecutivesUpdatesPerkins Coie is pleased to announce the publication of the post-Sarbanes-Oxley second edition of The Public Company Handbook: A Corporate Governance and Disclosure Guide for Directors and Executives. Increasing Importance of Director Continuing Education We have designed this practical and easy-to-digest guide for directors and executives of public companies. This book has a particular relevance at a time when both the NYSE and Nasdaq, as part of their corporate governance initiatives, strongly encourage – some say mandate – continued director education.
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10.16.2003SEC Staff Releases Report on Hedge FundsUpdatesOn September 29, 2003, following a 16-month study, the SEC staff released a report containing recommendations for changing the regulatory framework of the largely unregulated hedge fund industry. The staff's recommendations are not likely to result in rulemaking that would materially affect a hedge fund's trading strategies, and the SEC has not yet established a time line for the rule proposal that will inevitably result.
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07.18.2003SEC's Division of Corporation Finance Recommends Major Changes to Proxy Rules Concerning the Nomination and Election of DirectorsUpdatesOn July 15, 2003, the Securities and Exchange Commission (SEC) released a report prepared by its Division of Corporation Finance recommending major changes to SEC proxy rules relating to the nomination and election of directors. For the first time, Corporation Finance is recommending that shareholders be provided access to company proxy materials to nominate directors.
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05.28.2003Insiders Must Begin Electronic Filing and Issuers Must Begin Website Posting of Section 16 Forms 3, 4 and 5 by June 30, 2003UpdatesIn early May, the Securities and Exchange Commission adopted final rules that require, no later than June 30, 2003:
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04.16.2003Document Retention and Destruction Post-Arthur Andersen: What Can You Destroy?UpdatesOn October 16, 2002, the former Big Five accounting firm, Arthur Andersen, LLP, received the maximum criminal penalties - a $500,000 fine and five years' probation - for destruction of documents relating to its client, Enron. Why should this concern you? All companies must and do destroy documents.
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02.05.2003Financial Experts and Codes of Ethics: SEC Adopts More Realistic Final RulesUpdatesIn a substantial departure from its proposed "financial expert" definition, the SEC has adopted a more realistic final definition of "audit committee financial expert." The SEC final rules adopted pursuant to Sections 406 and 407 of the Sarbanes-Oxley Act of 2002 will require a public company to disclose, for fiscal years ending on or after July 15, 2003:
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11.19.2002SEC Proposes Rule Requiring Enhanced MD&A Disclosure of Off-Balance Sheet Arrangements, Contractual Obligations and Contingent Liabilities and CommitmentsUpdatesOn November 4, 2002, the Securities and Exchange Commission proposed an amendment to Item 303 of Regulation S-K that would require a registrant to include in Management's Discussion and Analysis of Financial Condition and Results of Operations:
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09.05.2002NYSE Files Proposed Final Corporate Governance Rules With SECUpdatesThe Board of the New York Stock Exchange (NYSE) submitted its proposed final listing and corporate governance rules to the Securities and Exchange Commission (SEC) on August 16, 2002, following a two-month comment period in which NYSE received more than 300 comment letters. NYSE's Board largely adopted the final recommendations of its Corporate Accountability & Listing Standards Committee, with some refinements to reflect the Sarbanes-Oxley Act and comment letters received during the comment process.
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05.17.2002SEC Proposes New "Application of Critical Accounting Policies" Section in MD&AUpdatesOn May 10, 2002, the Securities and Exchange Commission (SEC) proposed an amendment to Regulation S-K that would require companies to add a new section, "Application of Critical Accounting Policies," to Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) included in annual reports, registration statements, and proxy and information statements. This new section would contain disclosure about:
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09.01.2000SEC Introduces New Fair Disclosure RuleUpdatesOn August 10, 2000, the Securities and Exchange Commission (SEC) adopted Regulation FD (Fair Disclosure) in order to promote the full and fair disclosure of information by issuers. Regulation FD, which will become effective on October 23, 2000, targets the perceived problem of "selective disclosure"--when a company makes material nonpublic information available to selected persons, such as securities analysts or institutional investors, who could be expected to trade on the basis of such information before the information is disclosed to the general public.
Presentations
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06.13.2023Interactive Director Roundtable Series Steering through the Storm: The Board’s Role in Crisis ManagementSpeaking EngagementsPerkins Coie LLP / Seattle, WA
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06.11.2015SEC Hot Topics InstituteSpeaking EngagementsThis seminar examined the latest developments and trends, provided insight into what lies ahead and impart practical, actionable guidance on the crucial issues facing today's corporate and securities law practitioners and finance professionals.
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10.09.2013