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Publications
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03.18.2024 (UPDATED 04.05.2024)The SEC’s Climate Disclosure Rule Has Arrived: Scope 3 Is Out—But What Is In?UpdatesAfter nearly two years of public comments and deliberation, the U.S. Securities and Exchange Commission adopted a Final Rule on Mandatory Climate Disclosures. Most notably, the Final Rule requires companies to report certain greenhouse gas emissions and material climate impact information in their registration statements and annual reports.
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08.08.2023It’s Official: Cybersecurity Disclosure Is Coming This YearUpdatesThe U.S. Securities and Exchange Commission adopted final rules on July 26, 2023, requiring public companies to provide current disclosure, within what may be a short time window, about material cybersecurity incidents and to include disclosure relating to cybersecurity risk management, strategy, and governance in annual reports.
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09.12.2022SEC's Proposed SPAC Rules & Market ReactionArticlesOn March 30, 2022, the Securities and Exchange Commission (SEC) proposed rules governing special purpose acquisition companies (SPACs).
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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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09.29.2020SEC Adopts Amendments to Modernize Shareholder Proposal RuleUpdates
The U.S. Securities and Exchange Commission on September 23, 2020, adopted final amendments to Rule 14a-8, which governs the process for shareholder proposals submitted for inclusion in a company’s proxy statement.
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09.02.2020SEC Modernizes Reg S-K Disclosure Rules for Business, Legal Proceedings, and Risk FactorsUpdatesThe U.S. Securities and Exchange Commission on August 26, 2020, approved the first significant amendments to the rules governing the description of business, legal proceedings, and risk factor disclosures in SEC filings in over thirty years.
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06.01.2020SEC Updates Rules for Financial Statements for M&AUpdates
The U.S. Securities and Exchange Commission on May 21, 2020, adopted amendments to Regulation S-X (Reg S-X) for financial statements related to acquisitions and dispositions of businesses.
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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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11.16.2015Proxy Access Update—Preparing for the 2016 Proxy SeasonUpdatesProxy access predominated corporate governance issues for the 2015 proxy season, with over 100 proposals submitted on the topic, compared to 18 in 2014.
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09.16.2013IPO? What You Need To KnowLawyer PublicationsPerkins Coie’s startupPerColator is kicking off a series to help founders contemplating an initial public offering, or an “IPO,” prepare for this extensive and often complex milestone in the life of their company.
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09.28.2012Delaware Safe Harbor for Controlling Stockholders in a Third-Party Merger: Pro Rata Consideration to All Stockholders and a Diligent Sale ProcessUpdatesWhen a company with a controlling stockholder seeks to sell itself to a third party, the rights of the controlling stockholder and its obligations to minority stockholders are not always clear, tempting plaintiffs to test the boundaries of the controlling stockholder’s duties.
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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. -
02.17.2011The Financial Reform Act: SEC Adopts Final Say-on-Golden Parachute Rules—Practical AdviceUpdatesThe final rules require companies to include disclosure regarding certain golden parachute arrangements in proxy statements relating to proxy solicitations seeking shareholder approval of a merger or similar significant corporate transaction, as well as in other types of SEC filings.
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02.17.2011The Financial Reform Act: SEC Adopts Final Say-on-Pay and Say-on-Frequency Rules— Practical AdviceUpdatesThis update summarizes the key aspects of the final rules on the say-on-pay and say-on-frequency votes and provides practical advice on steps companies can take in anticipation of the upcoming proxy season.
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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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11.02.2010The Financial Reform Act: SEC Issues Proposed Say-on-Pay RulesUpdatesThe SEC recently issued proposed rules to implement the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act that mandate shareholder advisory votes on executive compensation (the say-on-pay vote), on the frequency of the say-on-pay vote, and on golden parachute compensation arrangements, as well as related disclosure requirements.
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04.06.2010NASDAQ Eliminates Duplicative Press Release and Notification RequirementsUpdatesOn March 15, 2010, the Securities and Exchange Commission approved Nasdaq's proposed rule change to modify its requirements pertaining to public disclosures by listed companies. In an effort to eliminate duplicate disclosures, the Nasdaq rule change will allow companies to make a public announcement by filing a Form 8-K, where required by SEC rules, or by issuing a press release.
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03.31.2010Image is Everything: SEC Brings Second Regulation FD Action in Six MonthsUpdatesContinuing its focus on Regulation FD, the SEC filed an action in early March against Presstek, Inc., a manufacturer and distributor of high-technology digital imaging equipment, and its former CEO, Edward J. Marino.
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02.25.2010SEC Proposes Amendments to the Stock Repurchase Safe Harbor and Requests CommentsUpdatesThe Securities and Exchange Commission has proposed amendments to clarify and modernize Rule 10b-18 of the Securities Exchange Act of 1934 that governs public companies' repurchases of their common stock. The SEC is accepting comments to these proposed amendments through March 1, 2010. This Update summarizes the key issues in the proposed amendments and alerts you to the opportunity to make comments on the proposal.
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12.22.2009Happy Holidays From the SEC! New Rules Require Enhanced Compensation and Governance Disclosure: Our Top 10 Tips for the Upcoming Proxy SeasonUpdatesThe Securities and Exchange Commission recently adopted final rules to require enhanced compensation and corporate governance disclosure for public company proxy statements and other SEC filings. The final rules reflect changes that clarify, and in some instances broaden, the proposed rules issued on July 17, 2009. The SEC designed these amendments to improve corporate disclosures and allow shareholders to make more informed voting and investment decisions.
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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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10.16.2009SEC Delays Implementation of Proxy Access for Shareholder Board Nominations After Receiving Extensive CommentsUpdatesThe Securities and Exchange Commission in June 2009 proposed amendments to the federal proxy rules to expand access to the board of directors nomination process for eligible shareholders.
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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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07.20.2009SEC Proposes Proxy Access for Shareholder Board Nominations and Makes Extensive Request for CommentsUpdatesOn June 10, 2009, the Securities and Exchange Commission proposed amendments to the federal proxy rules to expand access to the board of director nomination process for eligible shareholders.
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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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01.20.2009Are You Ready for E-Proxy? Eight Lessons Learned From the 2008 E-Proxy SeasonUpdatesThe 2009 proxy season marks the first year in which all public companies must comply with the Securities and Exchange Commission's e-proxy rules. These rules were effective for large accelerated filers, and on a voluntary basis for all other companies, as of January 1, 2008. The experience of early adopters in 2008 provides valuable insight for companies implementing the e-proxy rules for the first time, as well as those companies that are looking for ways to improve their e-proxy experience over last year. The lessons learned will help companies better anticipate challenges, establish informed expectations, and identify strategies for the upcoming proxy season. This Update provides background information on e‑proxy rules and offers our "Top 8" lessons learned from the 2008 e-proxy season.
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10.16.2008Hexion v. Huntsman: Delaware Court of Chancery Interprets "Material Adverse Effect" and "Knowing and Intentional Breach" of Merger AgreementUpdatesIn a decision that amplifies how Delaware courts analyze material adverse effect clauses in merger agreements and examines what constitutes bad faith by a buyer, the Delaware Court of Chancery in Hexion Specialty Chemicals, Inc. v. Huntsman Corp., C.A. No. 3841-VCL, 2008 WL 4457544 (Del. Ch. Sept. 29, 2008), dealt the buyer, Hexion Specialty Chemicals, Inc., a stunning blow.
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02.14.2008The SEC Speaks in 2008: Our Top 10 TakeawaysUpdatesAt the annual SEC Speaks conference in Washington, D.C., last week, senior staff of the U.S. Securities and Exchange Commission reviewed significant SEC actions from the previous year and identified their top priorities for the year to come.
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01.18.2008Preparing for "E-Proxy Season": A Practical Guide to the New E-Proxy RulesUpdates
In 2007 the Securities and Exchange Commission adopted amendments to the proxy rules that will require companies to post their proxy materials on a publicly available Internet website. Proxy materials include proxy statements, proxy cards, information statements, annual reports to security holders, notices of shareholder meetings, additional soliciting materials, and any amendments to such materials. The e‑proxy rules do not apply to proxy materials relating to business combination transactions.
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07.18.2007New Tools Will Help Companies Comply With Sarbanes-Oxley Act Section 404 Internal Control Over Financial Reporting: SEC Guidance and Proposed PCAOB Auditing StandardUpdates
The SEC recently published an interpretive release providing guidance on compliance with Section 404 of the Sarbanes-Oxley Act of 2002. The SEC separately finalized rule amendments relating to internal control over financial reporting and defining the term “material weakness.” The guidance became effective on June 27, 2007, and the amendments to the rules will be effective August 27, 2007. The SEC also proposed a new definition for the term “significant deficiency.”
This Update summarizes key highlights of the SEC's interpretive guidance, the SEC's new and proposed rules and PCAOB Auditing Standard No. 5.
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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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03.30.2006Sunlight for Executive Pay — SEC Proposes Substantial Changes to Executive Compensation and Related Disclosure Rules and Clarifies Current RulesUpdatesThe federal securities laws already 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.
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01.12.2006More Help for Smaller Public Companies — SEC Changes Periodic Reporting Deadlines and Creates Large Accelerated Filer CategoryUpdatesThe SEC recently approved final rules that create a new category of large accelerated filers and maintain current periodic reporting deadlines for smaller public companies. This Update summarizes the key highlights from the final rules and offers practical guidance.
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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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03.03.2005Relief for Smaller Public Companies and Foreign Private Issuers on Sarbanes-Oxley Section 404 Compliance: SEC Extends Compliance Deadlines for Implementation of Internal Control Over Financial Reporting RequirementsUpdatesThe SEC has again extended the compliance dates for its "internal control" regulations implementing Section 404 of the Sarbanes-Oxley Act as they apply to non-accelerated filers (public equity float of less than $75 million) and foreign private issuers. Companies in these groups will now be required to comply with these requirements for the first time for fiscal years ending on or after July 15, 2006.
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12.01.2003SEC Adopts Final Nasdaq Corporate Governance RulesUpdatesThe Securities and Exchange Commission recently approved the Nasdaq Stock Market's corporate governance rules, which finalize Nasdaq corporate governance proposals made over the last 18 months. The most significant changes from Nasdaq's most recent corporate governance rule proposals include: Amending the "bright line" tests for director independence, including: A narrower definition of "family member," and Expanded application of the relationships that preclude a finding of independence to apply not only to directors, but also to family members.
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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.
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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01.27.2022What Is ESG? An Exploration of Environmental, Social, and GovernanceSpeaking Engagements
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12.01.2021
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05.23.2018
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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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04.22.2015Strong IPOs: What You Need to Know for 2015 and BeyondSeminarsPublic Companies Seminar Series / Seattle, WAAn exclusive breakfast briefing event focused on what private company CEOs, CFOs, GCs and investors need to know to about current trends in IPOs and preparing for a successful IPO.
Founder Insights
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How to Classify Employees as Exempt or Nonexempt
When hiring employees, a company should ensure it is complying with applicable federal, state, and local laws regarding employee minimum wages, withholdings, and other applicable requirements. To ensure compliance, employers must first determine whether an employee is “exempt” or “nonexempt.” Nonexempt employees are entitled, among other things, […]
The post How to Classify Employees as Exempt or Nonexempt appeared first on StartupPercolator.
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How to Prepare for an Equity Financing
We have covered in past FTTWs how to value your startup and how much capital to raise. Once your startup decides to pursue equity financing, you should start to prepare for the investor due diligence process. On the business side, you will need to prepare a business plan and should take steps such as obtaining management references, interviews and background reviews, customer/user references, technical/product reviews, financial statements and business model reviews.
The post How to Prepare for an Equity Financing appeared first on StartupPercolator.
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What Every Startup Needs to Know
On Wednesday, June 26th, Perkins Coie’s Palo Alto office hosted the startupPerColator event, “What Every Startup Needs to Know.” Lowell Ness, a Perkins Coie partner in the Emerging Companies & Venture Capital (ECVC) practice, moderated a panel which included Herb Stephens of NueHealth, Thomas Huot of VantagePoint Capital, Jennifer Jones of Jennifer Jones and Partners, Yuri Rabinovich of Start-up Monthly, and Olga Rodstein of Shutterfly.
The post What Every Startup Needs to Know appeared first on StartupPercolator.
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Surviving the Series A Crunch: Financing Alternatives
The “Series A Crunch,” which is the significant decline in the number of startup companies per quarter that are completing their first equity financing, appears to be deepening.
The post Surviving the Series A Crunch: Financing Alternatives appeared first on StartupPercolator.
