The current proxy season presents new challenges and opportunities for U.S. companies as they face shifting expectations regarding board diversity. There are a number of notable developments. The Fifth Circuit Court of Appeals decision to vacate the Nasdaq diversity rules, which required Nasdaq-listed companies to disclose board diversity statistics and have a minimum number of
Tracing Trouble: Ninth Circuit Dismisses Slack Investor Lawsuit
On February 10, 2025, the Ninth Circuit Court of Appeals ruled in favor of Slack Technologies LLC, dismissing an investor class action lawsuit brought under Sections 11 and 12(a)(2) of the Securities Act. This decision follows the 2023 U.S. Supreme Court ruling, which held that the Slack plaintiffs must trace their purchased securities to the
Reminder | State of Play: Delaware’s Corporate Franchise Business
Seminar: February 24, 2025
6:00 – 8:00 p.m.
Register here.
Join the leaders of prominent university corporate governance centers for a discussion on one of the hottest topics in the field: Delaware’s continued leadership in the corporate chartering business. Delaware’s legislature began considering reforms to its corporate law addressing oversight of controlling shareholder transactions.
10-K Risk Factors in a Rapidly Changing World
As many public companies finalize the disclosure in their Annual Reports on Form 10-K, they should consider paying particular attention to their risk factors in light of the multitude of federal government actions following President Trump’s inauguration. Since January 20, a flurry of Executive Orders has been issued, focusing on areas including immigration, federal government
State of Play: Delaware’s Corporate Franchise Business
Seminar: February 24, 2025
6:00 – 8:00 p.m.
Register here.
Join the leaders of prominent university corporate governance centers for a discussion on one of the hottest topics in the field: Delaware’s continued leadership in the corporate chartering business.
Panelists
- Lawrence A. Cunningham, Director, John L. Weinberg Center for Corporate Governance, University of
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.
SEC Disclosure Issues & Developments for FPIs and Preparing Your 20-F Filing
Webinar | January 15, 2024
Register here.
During this session, Mayer Brown panelists, Brian Hirshberg, Jason W. Parsont, Thomas Kollar, and Gilat Abraham Zaefen will discuss US SEC disclosure priorities and other recent developments for foreign private issuers (FPIs) that should be priorities as they draft their annual reports. Topics will include:
- Artificial Intelligence
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
SEC’s EDGAR: The Next Chapter
On September 27, 2024, the Securities and Exchange Commission (“SEC”) adopted final amendments to Rules 10 and 11 of Regulation S-T (17 CFR 232.10 and 232.11) and Form ID to improve access to, and management of, accounts on the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. Known as “EDGAR Next,” these enhancements are designed