Category: Regulatory
Update: Proposed Repeal of Section 16 Exemption for FPIs Dropped
Earlier this year, we wrote about a proposal buried within the Senate version of the National Defense Authorization Act for Fiscal Year 2024 that would effectively make insiders of foreign private issuers (FPIs) subject to both the reporting requirements and short-swing profit recovery provisions of Section 16 of the Securities […]
T+2 goes to T+1 “”Is “œT+evening ” next?
Yesterday, the SEC adopted a number of new rule amendments intended to reduce risks in the clearance and settlement processes. Most significantly for this audience, the changes will reduce the standard settlement cycle for most broker-dealer transactions in securities from T+2 to T+1, that is, from two business days after […]
Interim Guidance on Stock Buyback Excise Tax Confirms Broad Application to M&A and Capital Market Transactions
The Inflation Reduction Act imposes a 1% excise tax on certain repurchases of stock of publicly traded US corporations ( “œCovered Corporations “) effected after December 31, 2022 (the “œExcise Tax “).[1] On December 27, 2022, the Department of the Treasury ( “œTreasury “) and the IRS issued Notice 2023-2 […]
Did the Inflation Reduction Act Create a SPAC Tax?
On August 16, 2022, House Resolution 5376, the Inflation Reduction Act (IRA), was signed into law. An August 11 Cooley client alert explains some of the tax provisions contained in the IRA, including the 1% excise tax on certain stock buybacks, which may impact special purpose acquisition companies (SPACs) at […]
SEC Climate Change Disclosure Proposal: What Non-US Companies Need to Know
The Securities and Exchange Commission has proposed new rules that would require extensive climate change disclosure in registration statements and periodic reports. The Wall Street Journal has called this proposal “œthe biggest potential expansion in corporate disclosure since the creation of the Depression-era rules over financial disclosures that underpin modern […]
California to appeal decision striking down board gender diversity statute
The California Secretary of State has announced that she has directed counsel to file an appeal of the May 13 verdict of the Los Angeles Superior Court in Crest v. Padilla, which ruled unconstitutional SB 826, California’s board gender diversity statute. Crest v. Padilla was filed in 2019 by three California taxpayers seeking […]
California court determines board gender diversity statute violates California Constitution
You might remember that the first legal challenge to SB 826, California’s board gender diversity statute, Crest v. Alex Padilla, was a complaint filed in 2019 in California state court by three California taxpayers seeking to prevent implementation and enforcement of the law. Framed as a “œtaxpayer suit, ” the litigation […]
Board diversity statute for “œunderrepresented communities ” held unconstitutional under California’s equal protection provisions
On April 1, the L.A. County Superior Court granted the plaintiffs’ motion for summary judgment in Crest v. Padilla, the taxpayer litigation challenging AB 979, California’s board diversity statute for “œunderrepresented communities. ” (See this PubCo post.) Unfortunately, at the time, only a minute order was released, which did not offer […]
Court grants summary judgment to plaintiffs challenging California’s board diversity statute for “œunderrepresented communities “
As you may recall, SB 826, the California board gender diversity statute, is not the only California board diversity statute facing legal challenges. In 2020, AB 979, California’s board diversity statute for “œunderrepresented communities, ” patterned after the board gender diversity statute, was signed into law, and it too has […]