On February 4, 2025, the Delaware Supreme Court (the “Court”) overturned a prior ruling by the Delaware Court of Chancery, which subjected TripAdvisor Inc.’s (“TripAdvisor”) and Liberty TripAdvisor Holdings Inc.’s (“Liberty”) corporate conversions to Nevada to an entire fairness review. Instead, the Court determined that the business judgment rule was the appropriate standard of review
SEC Rescinds Crypto Asset Accounting Guidance
The Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 122 to rescind the interpretive guidance previously provided in SAB 121. SAB 121 was originally issued in order to address accounting for obligations related to safeguarding crypto assets held by entities on behalf of platform users. It required entities to recognize both a
2025 SEC Filing Deadlines and Financial Statement Staleness Dates
This Legal Update summarizes the US Securities and Exchange Commission’s 2025 calendar year filing deadlines and financial statement staleness dates.
Continue reading this Legal Update.
MB Sounding Board: Dual Listed Companies and Associated Challenges
Thinking about a dual listing? In this MB Sounding Board, partner Anna Pinedo talks to Joe Magnas, Senior Director of Legal Affairs of Protalix BioTherapeutics, Inc. Protalix is an Israel-based pharmaceutical company. During the discussion, Joe talks about the benefits, challenges, requirements, and special considerations associated with maintaining a dual listing.
Inside the Numbers: Year Two of Pay Versus Performance Disclosures
During the Practising Law Institute’s 56th Annual Institute on Securities Regulation, Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) Deputy Director for Disclosure Operations Cicely Lamothe shared valuable insights on implementation of the SEC’s pay versus performance (PvP) rules. The SEC adopted these rules in 2022, which require disclosure of five years of
Proxy Season: Hot Topics
On November 13, 2024, at the Practicing Law Institute’s 56th Annual Institute on Securities Regulation, panelists shared key updates from this year’s proxy season and highlighted emerging trends to watch in 2025. Public companies experienced favorable voting outcomes across compensation, activism, shareholder proposals, and director elections in 2024.
Activism and the Impact of the Universal
Accounting and Auditing Insights from PLI’s 56th Annual Institute on Securities Regulation
- Segment Reporting (ASU 2023-02). This update mandates
The Sounding Board: Diversity on Corporate Boards
In this MB Sounding Board, Ozzie Gromada Meza, President and CEO of the Latino Corporate Directors Association (LCDA) joins partner Anna Pinedo for a discussion about diversity on corporate boards. Ozzie discusses identifying talent for boards, education for new board members, and tips for individuals looking to serve on boards.
The Sounding Board: How In-House Counsel Prepares Directors for Board Meetings
How does in-house counsel help in preparing directors for board meetings? In our latest MB Sounding Board MicroTalk, Christine McDevitt, Director & Deputy General Counsel, SEC Reporting & Disclosure, at Ferguson and Julia Tallarico Spinelli, Former Assistant General Counsel, SEC Reporting & Disclosure, at Ferguson (and now current Senior Corporate Counsel at Diebold Nixdorf) discuss
The Fifth Circuit Invalidates the SEC’s Rescission of Notice-And-Awareness Provisions
The Latest in the Saga of the SEC’s Regulation of Proxy Advisory Firms
On June 26, 2024, the Fifth Circuit Court of Appeals vacated a significant part of a 2022 Securities and Exchange Commission (SEC) rulemaking, which itself was a reversal of the agency’s 2020 amendments to the rules relating to proxy voting advice produced