Worldwide: Week Ahead From Withers Newsletter Archive

Missed a prior issue of our weekly Corporate newsletter? Looking for a bit of news that we had featured in a previous issue?

Below is a complete archive of our Week Ahead newsletters, in case you would like to review our previous newsletters.

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Week Ahead July 10, 2016 includes:

  • Brexit and Ramifications on Value Added Tax (VAT)
  • SEC Adopts New Resource Extraction Issuer Rules
  • SEC Proposes Changes to Smaller Reporting Company Definition and Thresholds

Week Ahead July 3, 2016 includes:

  • Brexit Report: Data Privacy And Intellectual Property Consequences Of United Kingdom's Vote To Exit The European Union
  • Delaware Court Of Chancery Addresses LLC Delegation Authority
  • SEC Announces Second Largest Whistleblower Award
  • Toxic Substances Control Act Amended

Week Ahead June 26, 2016 includes:

  • Brexit's Potential Impact on Business
  • SEC Proposes Rules Modernizing Mining Company Disclosures
  • SEC Approves Creation Of Investors' Exchange LLC (IEX) As The Newest U.S. Stock Exchange
  • Massachusetts Court Holds That Text Messages Meet Statute Of Fraud Requirements

Week Ahead June 19, 2016 includes:

  • Court Restricts SEC's Ability To Seek Declaratory Relief And Civil Disgorgement To A Five-Year Statute Of Limitations
  • PCAOB Reproposes Auditing Standard That Would Increase Audit Report Transparency
  • Law Firms Issue White Paper Providing Guidance On Indenture Amendment Legal Opinions In Wake Of Recent Trust Indenture Act Cases

Week Ahead June 12, 2016 includes:

  • Delaware Court Of Chancery Addresses Dgcl Section 262 Appraisal Rights Cases And Default Voting Instructions
  • SEC Settles With Private Equity Fund Adviser That Acted As Unregistered Broker
  • Google Wins Federal Copyright Case Against Oracle

Week Ahead June 5, 2016 includes:

  • SEC Issues Equity Crowdfunding Compliance And Disclosure Interpretations
  • EEOC Issues Rules Under Ada And Gina Relating To Employer Wellness Programs
  • U.S. Supreme Court Clarifies The Test For Standing In Cases Alleging A Procedural Violation Of A Statutory Right

Week Ahead May 29, 2016 includes:

  • SEC Updates Guidance As To Use Of Non-GAAP Financial Measures
  • Ontario Enacts Carbon Dioxide Cap-And-Trade Regime
  • SEC Imposes Series Of Substantial Whistleblower Awards

Week Ahead May 22, 2016 includes:

  • New UK Property Disclosure Laws Proposed
  • Federal Court Ruling Favors Upholding Of Software Patent Validity
  • FTC and FCC Collaborate In Parallel Probes Relating To Mobile Device Security Updates

Week Ahead May 15, 2016 includes:

  • President Obama Signs Major Federal Trade Secret Legislation Into Law
  • New York Adopts Defendant-Friendly Standard For Shareholder Suits In Going-Private Mergers By Controlling Shareholders
  • Supreme Court Asked To Review Constitutionality Of America Invents Act

Week Ahead May 8, 2016 includes:

  • Congress Set To Update Electronic Communications Privacy Act With Email Privacy Act
  • SEC Adopts Business Conduct Standards For Security-Based Swap Dealers And Participants
  • Federal Court Rejects Limitations To Venue In Patent Cases

Week Ahead May 1, 2016 includes:

  • Delaware Court Confirms That A Limited Partnership Agreement Protects General Partners In Affiliated Transactions
  • FINRA Reminds Members About Pension Income Stream Product Obligations
  • Delaware Case Highlights Risks Of Implementing Structural Defenses Against Stockholder Activism

Week Ahead April 24, 2016 includes:

  • SEC Publishes A Concept Release On Modernizing Regulation S-K
  • FASB Releases Modified Accounting Rules For Stock-Based Compensation
  • DOJ Sues ValueAct For Violating Pre-Merger Notification Requirements

Week Ahead April 17, 2016 includes:

  • Federal Court Rules That Private Equity Funds Are Liable For Bankrupt Portfolio Company's Withdrawal Liability Under ERISA
  • SEC Issues Compliance And Disclosure Interpretation On Describing Shareholder Proposals On Proxy Cards
  • CFTC Emphasizes Continual Background Checks As Part Of Its Annual Smartcheck Week

Week Ahead April 10, 2016 includes:

  • Delaware Court Reaffirms That Majority Stock Ownership Is Not Sole Criterion For A "Control" Determination
  • Delaware Bar Association Proposes Amendments To Delaware General Corporation Law
  • FINRA Issues Report On Effective Practices For Digital Investment Advice

Week Ahead April 3, 2016 includes:

  • IRS Questions Established Tax Treatment Of "Bad Boy Guarantees" In Non-Recourse Financings In Real Estate Limited Partnerships And LLCs
  • SEC May Look To Shorten Trade Settlement Cycle To T+2 from T+3
  • SEC and DOJ Bring Parallel FCPA Cases Against US Entity And Its Chinese Subsidiaries

Week Ahead March 27, 2016 includes:

  • New IRS Rules Require Certain Domestic Entities To Report Specified Foreign Financial Assets
  • CFTC Approves Substituted Compliance Framework For Dually-Registered Central Counterparties Located In The EU
  • SEC Commissioner Indicates That SEC May Seek Proxy Reform

Week Ahead March 20, 2016 includes:

  • Delaware Chancery Court Clarifies That New Delaware General Corporation Law Section 205 Allows For Retroactive Cure Of Defective Corporate Acts And Not Invalidation Of Prior Acts Or Prospective Validation Of Future Acts
  • ISS Adds Three New Executive Compensation FAQ'S
  • SEC Commences Fraud Proceedings Against Investment Group For Failure To Disclose Deteriorating Financial Condition

Week Ahead March 13, 2016 includes:

  • NYSE Requires Foreign Private Issuers To Submit Semi-Annual Financial Information To The SEC
  • Department Of Justice Issues "Yates Memo" Addressing Individual Liability For Corporate Misconduct
  • Delaware Chancery Court Issues Decision On Director And Officer Indemnification And Advancement Of Litigation EXPENSES

Week Ahead March 6, 2016 includes:

  • New FASB Rules Mandate Greater Management Role In Going Concern Evaluation And Disclosure Starting In 2016
  • Immediate Delisting No Longer Required For NASDAQ-Listed Companies That Fail To Hold An Annual Meeting
  • SEC Charged Registered Investment Adviser With Making Misstatements To Advisory Clients By Advertising Unverified Track Records

Week Ahead February 28, 2016 includes:

  • NASDAQ Has Proposed Disclosure Requirement As To Third Party (Including Shareholder) Payments To Directors
  • Delaware Court Invalidates For-Cause Requirement To Remove Directors From Non-Classified Boards
  • CFTC Issues No-Action Relief For Foreign Intermediaries Engaged In Commodity Interest Transactions

Week Ahead February 21, 2016 includes:

  • Delaware Chancery Court Rejects Another Disclosure-Only Settlement In Merger Context
  • CFTC And European Commission Agree To Harmonize Cross-Border Derivatives Regulations
  • FASB Issues Guidance On Financial Instrument Recognition And Measurement

Week Ahead February 14, 2016 includes:

  • OTCQX Listing And Governance Standards Increased
  • SEC Approves FINRA Crowdfunding Portal Rules
  • London's AIM Market To Permit Electronic Settlement For Certain Regulation S Securities

Week Ahead February 7, 2016 includes:

  • Supreme Court To Decide On Remote Tippee Liability In Insider Trading Cases
  • SEC Releases 2016 Examination Priorities
  • Growth Of Public Benefit Corporations

Week Ahead January 31, 2016 includes:

  • Delaware Supreme Court Enforces Agreement To Engage In Good Faith Negotiations
  • New Disclosure Requirements For Major Shareholders Of U.K. Companies
  • Paris Agreement Adopted During 21st Conference Of The Parties Of The UN Framework Convention On Climate Change

Week Ahead January 24, 2016 includes:

  • SEC Adopts Fast Act Rules Simplying Disclosure Requirements For Emerging Growth Companies
  • European Commission Proposes "European Deposit Insurance Scheme" To Strengthen Banking Union
  • SEC Makes Bounty Payment To Corporate Whistleblower

Week Ahead January 17, 2016 includes:

  • New Path Act Provides Capital Gains Tax Exclusion For Certain Small Business Investments And U.S. Real Estate Investments By Foreign Investors
  • Oregon Supreme Court Upholds Delaware Exclusive Forum Selection Bylaws
  • Bipartisan Budget Act Of 2015 Significantly Reforms Partnership Audit Procedures

Week Ahead January 10, 2016 includes:

  • SEC Recommends Expanding "Accredited Investor" Definition
  • SEC Seeks Public Comment on Transfer Agent Rules
  • SEC Issues Annual Staff Reports on Credit Rating Agencies
  • JPMorgan Agrees to Pay Over $250 Million for Disclosure Failures

Week Ahead January 3, 2016 includes:

  • Uniform Law Commission to Vote on Model Social Media Legislation in 2016
  • EPA Launches eDisclosure Portal to Facilitate Self-Reporting Violations
  • The SEC Re-Proposes Resource Extraction Rules
  • The PCAOB Adopts Rules Requiring Disclosure of Engagement Partner

Week Ahead December 27, 2015 includes:

  • California Adopts Digital Privacy Rights Law
  • European Union Agrees to Significant Data Protection Reform
  • Harvard Publishes Withers Advice On Successful Proxy Contest Defense
  • SASB Issues New Implementation Guide

Week Ahead December 20, 2015 includes:

  • Fixing America's Surface Transportation (FAST) Act Enacted, Including Capital-Raising and Disclosure Provisions for Public and Private Companies
  • Secretary of State Granted Power to Deny and Revoke Passports Due to Delinquent Taxes Under FAST Act
  • SEC to Require Voluntary Disclosure for DPA/NPA Resolutions in FCPA Cases
  • IRS Issues Guidance on Internal Revenue Code Section 162(m)

Week Ahead December 13, 2015 includes:

  • Delaware Upholds Financial Advisor Liability for Failure to Disclose Conflict of Interest to Seller Board
  • New York Proposes Anti-Terrorism/Money Laundering Banking Regulations
  • SEC Settles Charges with Grant Thornton Over Deficient Audits

Week Ahead December 6, 2015 includes:

  • ISS Amends Director Overboarding Policy
  • New U.K. Anti-Slavery/Trafficking Act Requires Companies With U.K. Operations To Produce Compliance Statements
  • Fantasy Sports Companies Facing Intensified Legal Scrutiny

Week Ahead November 29, 2015 includes:

  • SEC Issues Interpretations Relating To Proxy Unbundling In Mergers
  • FASB Proposes New Guidance On Materiality
  • Increased Patent Trolling Following The Passage Of The America Invents Act

Week Ahead November 22, 2015 includes:

  • Court Holds Directors Personally Liable For Retaliating Against Whistleblowers
  • Delaware Court Dismisses Aiding And Abetting Claim Against Financial Advisor
  • Regulation A Usage After June 2015 Amendments

Week Ahead November 15, 2015 includes:

  • Delaware Court Of Chancery Addresses Contractual Good Faith Standard In M&A Transactions
  • Houlihan Lokey Releases M&A Purchase Agreement Study
  • SEC Proposes Rules On Intrastate Securities Offerings

Week Ahead November 8, 2015 includes:

  • SEC Adopts Long-Awaited Equity Crowdfunding Rules
  • SEC Provides Guidance On Whistleblower Retaliation Protection
  • Delaware Court Awards Significant "Fairer Price" Damages To Stockholders

Week Ahead November 1, 2015 includes:

  • SEC Limits Ability To Exclude Certain Shareholder Proposals
  • Delaware Supreme Court Reinforces Business Judgment Rule
  • Delaware Court Of Chancery Rejects Disclosure-Only Settlement Agreement

Week Ahead October 25, 2015 includes:

  • SEC Proposes Rules Requiring Companies To Adopt Clawback Policies On Executive Compensation
  • SEC Expecting To Issue Resource Extraction Rules Before July 2016
  • DOJ Increases Executives' Accountability

Week Ahead October 18, 2015 includes:

  • NYSE implements new "Material Information" Policy
  • SEC Adopts Pay Ratio Disclosure Rules, Starting in Fiscal Year 2017
  • EU Personal Data Transfer Safe Harbor Declared Invalid
  • Additional SEC Relief for Smaller Issuers

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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Nancy Yamaguchi Esq
Mitchell R. Kops
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