This memorandum highlights some considerations for the preparation of your 2016 annual report on Form 20-F. As in previous years, we discuss both disclosure developments as well as contin...

An important, but sometimes misunderstood, SEC procedural requirement is the SEC’s quorum rule, which establishes the minimum number of Commissioners required for a Commission rulemakin...

To be guilty of insider trading, a tipper of inside information must receive a “personal benefit” in exchange for his tips. On December 6, 2016, the Supreme Court unanimously held in ...

Earlier today, the Consumer Bankers Association, the Credit Union National Association, the Independent Community Bankers of America and the National Association of Federal Credit Unions ...

Life sciences companies are frequent targets of securities litigation. Often, when a company discloses bad news about a developing device or drug, the company’s stock price drops and pl...

Since the SEC staff first decided that a shareholder proposal asking to amend several terms of an existing proxy access bylaw could not be excluded from a proxy statement, which we previo...

On Thursday, December 1, the United States Senate voted 99-0 in favor of the Iran Sanctions Extension Act (H.R. 6297), which renews the Iran Sanctions Act of 1996 (Public Law 104–172; 50 U...

Tax reform will be one of the top priorities for the 115th Congress.  Hopes for pursuing tax reform to a successful conclusion are high, given one-party control of the government (and exu...

The composition of boards continues to be a focus for investors, and companies are responding by paying increased attention both to who sits on their boards and to enhancing their disclos...

On December 2, 2016, Comptroller of the Currency Thomas Curry announced the OCC’s proposed framework for granting limited purpose national bank charters to fintechs during an event host...