Emergency Info

Morrison | Foerster

Japan
Japan
China
China
EuropeIsrael
Hebrew
SEARCH

About the FirmPractices and IndustriesAttorneys & ProfessionalsCareersLegal Updates and NewsEvents
Practices and Industries
Corporate
Emerging Companies & Venture Capital
Mergers & Acquisitions
Private Equity Fund Group
Public Companies & Corporate Governance
REITs




Related Practices:

Public Companies & Corporate Governance

Legal Updates & News



09/02/2008  SEC Amends Reporting, Registration and Business Combination Rules for Foreign Private Issuers
08/29/2008  Amendment to California Law Enables California Corporations to Take Full Advantage of New Federal E-Proxy Rules
07/18/2008  I Heard It Through the Grapevine
07/11/2008  Securities Litigation, Enforcement, and White-Collar Criminal Defense Newsletter, Summer 2008
07/10/2008  SEC Grants No-Action Relief for Those Seeking to Aggregate Transaction Reporting under Section 16(a)
04/23/2008  SEC and FINRA Examination Priorities in 2008
02/27/2008  IRS Stands By Reversal on Performance-Based Compensation Under Section 162(m), Provides Transition Relief
02/27/2008  Countdown to the Elimination of U.S. GAAP Reconciliation Requirements For Foreign Private Issuers
02/04/2008  Changes Required for Payment of SEC Filing Fees
02/01/2008  Securities Litigation, Enforcement, and White-Collar Criminal Defense Quarterly Newsletter, Winter 2008
11/13/2007  Beware of False Business Solicitations Appearing to be from the California Secretary of State
08/09/2007  SEC Proposes Liberalization of Private Placement Requirements
07/16/2007  SEC Proposes Simplifying Disclosure Obligations for Greater Number of Smaller Public Companies
07/10/2007  Michael Frank Joins Morrison & Foerster's Executive Compensation Practice
Leading advisor on executive compensation and related aspects of domestic and cross-border mergers, acquisitions, and spin-offs
07/06/2007  NASDAQ-Listed Companies to be Required to Submit Material News to NASDAQ MarketWatch Using Electronic Disclosure Submission System
06/29/2007  SEC Releases Proposed Rules that Provide for Significant Capital Raising and Reporting Reforms for Smaller Public Companies
06/21/2007  Supreme Court Endorses “Holistic” Approach to Evaluating Securities Fraud in Tellabs
Court provides guidance about what constitutes a “strong inference” of scienter, rejects any bright-line rules
03/30/2007  The U.S. Supreme Court Confronted the Federal Securities Laws in Three Cases This Week
02/28/2007  SDNY Blocks SEC Enforcement Case As Time-Barred
02/09/2007  SEC Publishes Additional Executive Compensation Guidance -- New "FAQs" and "Interpretative Responses" Address Detailed Disclosure Issues
02/08/2007  Delaware Court Issues Ruling In Spring-Loading Case
02/07/2007  Delaware Court Issues Ruling in Backdating Case
12/14/2006  All Good Things Must Come to an End – Section 409A Tax Reporting and Withholding Requirements Are Now Effective
12/12/2006  Thompson Memorandum Revised: U.S. Deputy Attorney General Paul J. McNulty Changes Guidelines for Prosecuting Corporate Fraud
12/01/2006  UPDATE – Postponement of New ERISA Notice Requirement
11/29/2006  New ERISA Notice Requirement May Require Action by December 2, 2006
11/18/2006  California Commissioner of Corporations to Amend Compensatory Benefit Plan Regulations – Temporary Waiver of Current Requirements Available for Permit Applications
08/18/2006  Pension Protection Act of 2006 Adopts Key Changes to ERISA Plan Asset and Prohibited Transaction Rules
07/27/2006  Delaware Amends General Corporation Law to Address Issues Related to Majority Voting for Director Elections
07/12/2006  Impact of Recent NASDAQ Changes on Listed Companies
05/23/2006  Stock Options Back-Dating Investigations
04/05/2006  Between a Rock and a Hard Place: Whistleblowing Procedures under Sarbanes-Oxley and European Union Data Protection Laws
03/29/2006  Firm's Website Named to “20 Websites Every Director Should Bookmark”
03/21/2006  Audit Engagement Letters May Affect Auditor Independence
02/21/2006  SEC Proposes New Rules on Executive Compensation Disclosure--What You Should Do Now
01/31/2006  Proposed Code Section 409A Regulations Prompt Reconsideration of Stock Valuations for Equity Compensation Programs
01/10/2006  SEC Sets Framework for Imposing Financial Penalties on Corporations
01/06/2006  Annual Reporting Obligation for Incentive Stock Option Exercises
12/31/2005  SEC Proposes Easier Path to De-Registration by Foreign Issuers
12/28/2005  IRS Notice 2006-4 Provides Interim Relief from Section 409A Valuation Requirements for Stock Options
12/16/2005  SEC Adopts Rules to Ease Filing Deadlines for Periodic Reports
11/14/2005  California Legislation Facilitates Approval of Interested Director Transactions by Written Consent
11/04/2005  What Public Companies Need to Know About Sarbanes-Oxley
10/12/2005  Applied Materials - An Investment Company? SEC Grants 1940 Act Exemption
10/04/2005  SEC Postpones Filing Deadline for "404" Internal Control Reports for "Nonaccelerated Filers"
10/04/2005  SEC Proposes Changes to Definition of "Accelerated Filer" and Easing of Filing Deadlines for Periodic Reports (Including Complete Elimination of the Currently Scheduled 35-Day Form 10-Q Deadline for All Filers)
09/21/2005  Siebel Systems and Two Former Officers Prevail Over SEC in Regulation FD Dispute
09/21/2005  Update: Grant Date of Equity Awards under FAS 123R and FSP No. 123(R)-b
08/25/2005  Lessons from Disney
07/05/2005  Whistle-blowing Lines: Conflicting Obligations
06/17/2005  Employers Beware: Sarbanes-Oxley Requires Reinstatement for Real
Employment Law Commentary, Volume 20, No. 6
05/23/2005  SEC and PCAOB Issue Important Guidance Designed to Lower the Cost of Internal Control Reviews
04/07/2005  SEC Issues Guidance on Implementation of New Accounting Rules for Stock Options
04/04/2005  SEC Enforcement Action against Flowserve Corporation
03/03/2005  Recent Developments on Disclosure of Executive Compensation and Perquisites
02/25/2005  "On the Road" from China to NASDAQ: Perspectives from the Front Lines
01/28/2005  Deferred Compensation Update: IRS Issues Initial Guidance, Notice 2005-1
01/24/2005  An Assessment of the UFJ Merger and Integration Protective Provisions Under U.S. Law
01/12/2005  WorldCom and Enron Directors Settle Litigation Using Own Funds
12/09/2004  SEC Postpones Filing Deadline for "404" Internal Control Reports for Smaller Capitalization Accelerated Filers
11/03/2004  Anti-Tax Shelter Provisions of American Jobs Creation Act of 2004 Expand Reporting Rules for Taxpayers and Advisors, Substantially Increase Penalties for Non-Compliance and Provide IRS with Additional Sanction Authority
11/02/2004  Achieving an IPO Exit While Taking the Long View
10/06/2004  A New Era - AIM's Change of Status to an Exchange Regulated Market
10/01/2004  Deferred Compensation Plans To Undergo Major Changes Under American Jobs Creation Act of 2004
08/24/2004  SEC Evaluates Ways to Improve Tracking Corporate Disclosures of Environmental Information
07/22/2004  Securities Class Action Litigation in the U.S.-- What Asian Issuers Need to Know
07/13/2004  Gone to Market: Japan
07/09/2004  SEC Charges Siebel Systems, Inc. with Second Violation of Regulation FD and Brings First Case Charging a Violation of Rule Requiring Issuers to Maintain Adequate Disclosure Controls and Procedures
07/08/2004  SEC Announces the Public Release of Comment Letters and Responses
06/28/2004  The Time for Preparing for Increased Reporting on Form 8-K is Now
05/24/2004  SEC Adopts Final Disclosure Rules for Investment Companies
04/06/2004  Independence Requirements For Board Members
04/02/2004  SEC Accelerates and Expands Reporting of Significant Events on Form 8-K
02/26/2004  SEC Delays Implementation Date of Internal Control Report Requirement for Many Public Companies
02/09/2004  "Spinning" IPO Shares: The eBay Decision
01/06/2004  SEC Issues MD&A Guidance for 2004
12/16/2003  New NYSE and Nasdaq Corporate Governance Requirements
12/12/2003  SEC Adopts Quarterly Disclosures for Issuer Stock Repurchases and Modifies Rule 10b-18 Safe Harbor Conditions
12/05/2003  Executives! Start Using Rule 10b5-1 Trading Plans!
12/04/2003  New Proxy Statement Disclosures Regarding Director Nomination Process and Communications between Shareholders and Boards of Directors
12/02/2003  Congress Passes Anti-Spam Law, Preempts Much State Anti-Spam Legislation
11/20/2003  The New World of SEC Enforcement
11/18/2003  SEC Proposes Increased Shareholder Access to Management's Proxy Statement for Election of Directors
11/18/2003  15 Questions You Should Ask Before Buying D&O Insurance
10/21/2003  Reminder: EDGAR Passwords Must Be Changed Annually
10/17/2003  MoFo Tokyo Handles Diverse Cross-Border Transactions
10/15/2003  What In-House Lawyers Should Know About Internal Investigations
09/26/2003  Boardroom "Best" Practices are Changing: The Need to Demonstrate "Good Faith"
09/23/2003  SEC Filing Fee to Increase by 36%
09/10/2003  Coordinating In-House and Outside Counsel Compliance with SEC Up-the-Ladder Reporting Requirements
08/26/2003  Importance of Disclaiming Duty to Update in Public Disclosures
08/14/2003  SEC Proposes Enhanced Disclosure of Director Nomination Process and Communications between Investors and Boards of Directors of Public Companies
08/11/2003  SEC Approves PCAOB Funding Rules; PCAOB Issues Notices of Accounting Support Fee
07/28/2003  SEC's Electronic Filing System Has Been Updated to Accept Recently Adopted Forms and Exhibits
07/15/2003  Nasdaq and the New York Stock Exchange Revise Shareholder Approval Requirements for Equity Compensation Plans
07/10/2003  The Impact of Jobs and Growth Tax Relief Reconciliation Act of 2003 (Enacted May 28, 2003) on Regulated Investment Companies
07/08/2003  SEC Publishes Proposed PCAOB Rules For Funding
07/01/2003  Codes of Conduct: The Solution for International Data Transfers?
06/25/2003  Securities and Exchange Commission Requires Internal Control Report for Annual Reports of Public Companies
06/25/2003  SEC Adopts Changes to CEO/CFO Certifications
06/11/2003  Sarbanes-Oxley 'Hotline' Procedures: Who Should Be Doing The Listening?
05/28/2003  SEC Adopts Prohibition on Improper Influence on Auditors
05/27/2003  <span>D&O Insurance: What You Must Know to Minimize Your Potential Personal Liability</span>
05/20/2003  Securities and Exchange Commission Adopts New Rules for Publicly Traded Companies' Audit Committees
05/19/2003  Securities and Exchange Commission Eliminates Paper Filing for Section 16 Filers
04/28/2003  Delaware Supreme Court Strikes Down Deal Protection Measures
04/16/2003  Unusual EDGAR Procedures for "Furnishing" New Item 12 of Form 8-K
04/11/2003  California Supreme Court Opens the Door to Novel Shareholder Actions
04/07/2003  SEC Adopts Final Rules Regarding Analysts' Certification of Research Reports
03/29/2003  Nasdaq Amends Minimum Bid Price Requirement
03/26/2003  SEC Proposes Amendments to Rules Regarding CEO/CFO Certifications
03/26/2003  New Item 12 of Form 8-K - A Timing Trap for the Unwary
03/03/2003  SEC Adopts Final Rules Regarding Auditor Independence
02/26/2003  SEC Adopts Final Rules for the Use of Non-GAAP Financial Measures and the Furnishing of Earnings Releases on Form 8-K
02/21/2003  SEC Adopts Final Rules for Disclosure of Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
02/19/2003  SEC Issues Final Rules Regarding Insider Trades During Pension Fund Blackout Periods
02/19/2003  DOL Issues Final Rules Regarding Written Notice to Pension Fund Participants Prior to Blackout Periods
02/19/2003  SEC Adopts Rules Requiring Disclosure of Audit Committee Financial Expert
02/12/2003  SEC Adopts Final Proxy Voting Rules
02/06/2003  SEC Adopts Final Rules for Attorney Professional Responsibility
02/03/2003  SEC Adopts Final Rules on Code of Ethics
01/31/2003  SEC Adopts Rule Regarding Retention of Records Relevant to Audits and Reviews
01/23/2003  Transactions of Investment Companies with Portfolio Affiliates and Sub-Advisers
01/16/2003  Securities and Exchange Commission Proposes Rules for Public Companies' Audit Committees
01/10/2003  SEC Proposes Rules Regarding Auditor Independence
01/10/2003  SEC Proposes to Exempt Research and Development Companies
01/06/2003  California Secretary of State Issues Forms and Instructions for New Information Reporting Requirements
Applicable to Both Domestic and Foreign Corporations
12/16/2002  New Reporting Requirements on Form W-2 for Compensation from Employer Provided Nonstatutory Stock Options
Internal Revenue Service Announcement 2002-108
12/09/2002  Securities and Exchange Commission Proposes Rules for Attorney Professional Responsibility
12/05/2002  SEC Proposes Rules for Disclosure of Off-Balance Sheet Arrangements and Contractual Obligations
12/03/2002  SEC Proposes Rules for the Use of Non-GAAP Financial Measures and the Filing of Earnings Releases on Form 8-K
11/27/2002  SEC Proposes Rule Regarding Retention of Records Relevant to Audits and Reviews
11/27/2002  SEC Announces First Regulation FD Actions
11/22/2002  DOL Issues Interim Final Rules Regarding Written Notice to Pension Fund Participants Prior to Blackout Periods
11/22/2002  SEC Issues Proposed Rules Regarding Insider Trades During Pension Fund Blackout Periods
11/18/2002  China Releases Temporary Measures for Investment in Domestic Securities by Qualified Foreign Institutional Investors
11/11/2002  The SEC's "Best Price" Rule: Recent Case Law Complicates Planning for Tender Offers
11/05/2002  SEC Issues Proposed Rules Regarding Disclosure of Audit Committee Financial Expert
10/31/2002  SEC Proposes Rules on Code of Ethics
10/29/2002  SEC Proposes Rule Prohibiting Improper Influence on Conduct of Audits
10/28/2002  Securities and Exchange Commission Proposes Report on Effectiveness of Internal Controls for Annual Reports
10/23/2002  SEC Issues Notices of NYSE and Nasdaq Proposed Rules Requiring Shareholder Approval of Most Equity Compensation Plans
10/17/2002  California Follows the Sarbanes-Oxley Trend: New State Corporate Disclosure Requirements Applicable to All Public Companies Doing Business in California
10/03/2002  Sarbanes-Oxley Act Certifications of Asset-Backed Securities Issuers
09/26/2002  SEC Adopts Rule Requiring Accelerated Filing of Quarterly and Annual Reports and Requires Disclosures Regarding Website Access
09/25/2002  SEC Proposes Proxy Voting Disclosure Rules
09/20/2002  MoFo Public and Private Financings
09/09/2002  How the Sarbanes-Oxley Act of 2002 Applies to Open-End Investment Companies
09/07/2002  IRS Update: Employer FICA and FUTA Reporting Obligations for Statutory Stock Options
Internal Revenue Service Notice 2002-47
09/04/2002  SEC Requires CEO and CFO Certification of Quarterly and Annual Reports
08/29/2002  SEC Adopts Final Rules Implementing Accelerated Reporting Under Section 16
08/26/2002  MoFo Global Deal Flow
08/20/2002  NYSE Adopts Changes to its Corporate Governance and Listing Standards; Differences between Current NYSE and Nasdaq Proposals and Sarbanes-Oxley Act Requirements
08/16/2002  Sarbanes-Oxley Act of 2002: New Section 16 Reporting Requirements for Insiders
08/01/2002  CEO and CFO Certification Under Sarbanes-Oxley
07/30/2002  Dramatic Changes to Corporate Governance for Public Companies and New Framework for Oversight of Auditors
07/11/2002  SEC Proposes Additional Current Disclosures and Shortens Filing Deadline for Form 8-Ks
07/01/2002  SEC Alert: SEC Orders Senior Officers of Large Public Companies to Attest to the Accuracy of Their Company's Financial Statements
06/24/2002  Proposed Changes to Corporate Governance Standards for Nasdaq and NYSE Companies
06/20/2002  SEC Proposes Management's Certification of Quarterly and Annual Reports
05/24/2002  SEC Proposes Management's Discussion and Analysis Disclosure of Critical Accounting Estimates
05/18/2002  NASD and NYSE Adopt Broad Restrictions and Disclosure Rules Relating to Research Analysts
05/17/2002  SEC Adopts Rule Requiring Foreign Companies and Foreign Governments to File Registration Statements and Periodic Reports Electronically
04/27/2002  SEC Alert: Inquiry Launched into Research Analyst Conflicts; NYSE/Nasdaq Joint Rule Regulating Research Analysts to be Considered
04/23/2002  SEC Proposes Expanding the Events Required to be Reported in Form 8-K
04/23/2002  SEC Proposes Accelerating Due Dates for Quarterly and Annual Reports and Encouraging Website Access to Periodic Reports
03/22/2002  Temporary Requirements for Arthur Andersen LLP Auditing Clients
03/19/2002  NASD and NYSE Propose Broad Restrictions and Disclosure Rules Relating to Research Analysts
Proposed rules restrict activities and mandate disclosure for research analysts in order to mitigate conflicts of interests
03/13/2002  The Role of the Audit Committee in Protecting Against Improper Accounting Practices
Best Practices Manual for Audit Committees
01/29/2002  SEC Provides Guidance for Compliance with Current Disclosure Obligations under Management's Discussion and Analysis of Financial Condition
01/28/2002  Securities and Exchange Commission Announces Results of First Enforcement Action for Misleading Pro Forma Earnings
01/23/2002  Guide on Disclosure of Price-Sensitive Information by Hong Kong Listed Companies
01/09/2002  SEC Warning Regarding Quality of Disclosure of Critical Accounting Policies and Practices
01/04/2002  SEC Adopts Tabular Disclosure of Equity Compensation for Proxy Statements and Form 10-Ks
SEC Requires Increased Disclosure of Equity Compensation Plans in Annual Reports and Certain Proxy Statements
12/13/2001  Nasdaq Reinstates Minimum Bid Price and Public Float Requirements for National Market; Proposes to Modify Maintenance Requirements for SmallCaps
Nasdaq to Reinstate Minimum Bid Price and Public Float Requirements for National Market and Proposes Modifications to Maintenance Requirements for SmallCap Market
12/12/2001  SEC Commissioner Laura Unger Issues Special Study on Regulation FD
Commissioner Urges Clarifications to Regulation FD
12/11/2001  SEC Warns Issuers about Misleading "Pro Forma" Financial Information in Earnings Releases
SEC Release No. 33-8039 - Cautionary Advice Regarding Use of "Pro Forma" Financial nformation in Earnings Releases
11/26/2001  The Legal Response to the September 11 Attacks: The USA-PATRIOT Act, the Executive Order on Prohibited Dealings with Terrorists, and the EU Directive On Money Laundering
10/30/2001  SEC Creates Framework for Exercising Prosecutorial Discretion
10/26/2001  SEC to Continue Focus on Forward-Looking Disclosures
Particular Attention to be Given to Disclosures Relating to Possible Impairments to Goodwill and Other Intangible Assets
10/02/2001  SEC Proposes Rule Requiring Foreign Private Issuers and Foreign Governments to File Electronically
10/01/2001  SEC Assistance to the Airline and Insurance Industries in Reaching the Capital Markets
SEC Initiatives to Expedite Capital Raising Activities of Airlines and Insurance Companies
10/01/2001  SEC Exemptive Order Taking Temporary Action to Respond to Market Developments
SEC Exemptive Action in Response to Market Developments Facilitating Issuer Equity Repurchases
09/27/2001  Nasdaq Takes Immediate Action to Help Companies Remain Listed
Minimum Bid Price and Public Float Requirements for Continued Listing on Nasdaq Market Suspended Until January 2, 2002
09/17/2001  SEC Extends Emergency Order through September 28 and Provides Additional Guidance on Rules 144(e) and 10b5-1
SEC Temporary Action in Response to Market Developments Affecting Issuer Equity Repurchases, Section 16 Purchases and Broker-Dealer Compliance
07/18/2001  EU Proposes IAS Regs
EU Proposes Regulation on the Application of International Accounting Standards
07/01/2001  Securities Litigation Alert: SEC Ninth Circuit Win
Recent SEC Victory in Ninth Circuit on the Scope of an Investment Professional's Duty to Investors
06/06/2001  Ninth Circuit Affirms Dismissal of Securities Fraud Class Action Involving Merger and Stock Sales by Corporate Executives
05/01/2001  Plaintiffs' Lawyers Filing Lawsuits Against New Public Companies Based on Alleged Underwriter Compensation Arrangements
03/01/2001  Securities Litigation Alert: California Exempts Pre-Planned Trades from Insider Trading Rules
03/01/2001  The European Company "SE": Soon, a New Way of Structuring Your Corporation in Europe
01/08/2001  New Fund Governance Rules
01/05/2001  Proposed Amendment to Rule 10f-3 -- Affiliated Underwriter
12/14/2000  Investment Management Alert: SEC Staff Allows Operating Companies to Treat Money Market Fund Shares as
11/13/2000  MoFo Handles Largest Tech Merger to Date
10/01/2000  Recent Securities Exchange Commission Actions Against Web-Site Operators
10/01/2000  Preventative Measures: Ways to Reduce the Risks Associated with Regulation FD
08/01/2000  Securities and Exchange Commission Adopts New Insider Trading Rules, 10b5-1 and 10b5-2
08/01/2000  Securities and Exchange Commission Adopts Final Regulation FD
08/01/2000  Second Quarter IPO Pace Slows
06/01/2000  Changes to NYSE and NASDAQ Independent Director and Audit Committee Requirements & New SEC Rules Regarding Audit Committee Disclosure
05/15/2000  Deals Continue in Volatile Market
05/01/2000  SEC Issues Electronic Media Interpretive Release
02/02/2000  Another Internet IPO Record
11/01/1999  Internet-Related Deals Flourish
10/01/1999  SEC Adopts Amendments to Rule 17j-1 under the Investment Company Act of 1940
09/01/1999  Securities Litigation Alert: SEC Charges 68 Individuals, Entities With Fraud and/or Abuses of the Financial Reporting Process
08/09/1999  Robust Internet IPO Pace
08/01/1999  Securities Litigation Alert: Accounting Bulletin Addresses Concept of Materiality in Financial Statements
06/02/1999  Internet Surge Continues
04/01/1999  Ninth Circuit Clarifies Presumptions of Reliance
12/21/1998  MoFo Takes Wing on High-Flying IPOs
10/07/1998  California Supreme Court Hears Key Securities Cases
10/01/1998  SEC Adopts Amendments to Regulation S
08/25/1998  Ninth Circuit Adopts More Stringent Insider Information Test
08/23/1998  New SEC Year 2000 Disclosure Guidelines
04/08/1998  Securities Class Action Alert: Hockey v. Medhekar
02/01/1998  Ninth Circuit Amends Ruling On Liability For Statements To Securities Analysts
09/14/1997  California Court of Appeals Affirms Ruling Permitting State and Federal Securities Class Actions to Proceed Simultaneously
08/08/1997  Ninth Circuit Issues Ruling On Liability For Statements To Securities Analysts