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11.04.24
Are Public Companies Required to Comply with the U.S. Corporate Transparency Act?
The U.S. Corporate Transparency Act requires entities known as “reporting companies” to submit Beneficial Ownership Information (BOI) to the Financial Crimes Enforcement Network to help combat illicit activity. A “reporting company” is any entity formed in or registered to do business in the U.S. These companies must disclose the beneficial owners, either those with substantial control or who own or control at least 25 percent of the company. While public companies are usually exempt from this rule, entities within their structure may not be. Therefore, each entity must analyze their BOI reporting requirements independently. Some common exemptions are available for public company affiliates, such as for wholly-owned subsidiaries of exempt entities. Reporting companies must submit initial reports by January 1, 2025, and updated reports within 30 days of any change in the information. Penalties for noncompliance include civil penalties and criminal penalties, including imprisonment.
Newsletters
10.30.24
Sustainability and ESG Advisory Practice Update, October 2024
We are pleased to share the October 2024 issue of Wilson Sonsini's Sustainability and ESG Advisory Practice Update. Each issue combines news, key legal developments, and resources related to sustainability and environmental, social, and governance (ESG) matters relevant to public and private companies internationally.
Alerts
10.08.24
Important Filing Deadline: The U.S. Corporate Transparency Act
As we approach the final quarter of 2024, we wanted to remind you of the rapidly approaching deadline for the new Beneficial Ownership Information (BOI) reporting requirements under the U.S. Corporate Transparency Act (CTA). As of this month, it is estimated that roughly four million of the expected 32.6 million reporting companies have submitted their initial BOI reports. As such, we expect a flurry of filings in the coming months as non-exempt companies formed or registered in the U.S. prior to January 1, 2024, have until January 1, 2025, to file their initial BOI reports. Please contact your attorney at Wilson Sonsini for more information on compliance with these BOI reporting requirements.
Newsletters
9.25.24
2024 Mid-Year Technology and Life Sciences PIPE and RDO Report
Wilson Sonsini Goodrich & Rosati is pleased to present the 2024 Mid-Year Technology and Life Sciences PIPE and RDO Report, analyzing 124 private investments in public equity (PIPEs) and registered direct offerings (RDOs) by U.S.-based tech and life science companies between January 1 and June 30, 2024.
Blog Posts
8.01.24
Officer Exculpation and the Silicon Valley 150: Year Two
This Known Trends blog post reviews the proxy statements filed by the Silicon Valley 150 companies over two years, tracking the occurrence and outcome of officer exculpation proposals. The result of the review observes an increase in such proposals in the second year, particularly among companies with dual- or multi-class stock.
Alerts
7.30.24
Significant Amendments to the Delaware General Corporation Law Are Set to Become Effective
On August 1, 2024, an extensive and important set of amendments to the Delaware General Corporation Law (the DGCL) will become effective. The amendments, which will apply both prospectively and retrospectively, were largely intended to address several recent Delaware Court of Chancery decisions that many practitioners considered inconsistent with prevailing market practice. Our previous client alert detailing the proposal of these DGCL amendments is available here. The most pertinent information about the new amendments is described below.
Blog Posts
7.08.24
SEC Announces Release of Spring 2024 Regulatory Agenda
On July 8, 2024, SEC Chair Gary Gensler announced the release of the SEC's Spring 2024 Regulatory Agenda (Regulatory Agenda), which outlines the SEC’s planned regulatory actions over the next 12 months. This latest Regulatory Agenda includes a total of 34 rules, with 15 rules at the proposed rulemaking stage and 19 rules at the final rulemaking stage. While the Regulatory Agenda provides insights into Chair Gensler’s priorities (compiled as of May 1, 2024) and the anticipated timing of proposed and final rules, actual rule adoption or proposal timing may vary significantly, and could come before or after the listed dates.
Blog Posts
6.21.24
Corp Fin Issues Additional Guidance Relating to Cybersecurity Incident Disclosure
As questions and commentary continue to arise with respect to the SEC’s rules on disclosure of material cybersecurity incidents, the SEC staff has sought to provide additional guidance on the application of the final cybersecurity disclosure rules. On June 20, 2024, Erik Gerding, the Director of the SEC’s Division of Corporation Finance, released a statement on the selective disclosure of information regarding cybersecurity incidents.
Newsletters
5.30.24
Sustainability and ESG Advisory Practice Update, May 2024
We are pleased to share the May 2024 issue of Wilson Sonsini’s Sustainability and ESG Advisory Practice Update. Each issue combines news, key legal developments, and resources related to sustainability and environmental, social, and governance (ESG) matters relevant to public and private companies internationally.
Blog Posts
5.22.24
Corp Fin Issues Guidance on Disclosure of Cybersecurity Incidents
On May 21, 2024, Erik Gerding, the Director of the Division of Corporation Finance at the SEC, issued a statement about companies disclosing cybersecurity incidents. The directive concerns disclosures under Form 8-K Item 1.05, which requires companies to reveal substantial cybersecurity incidents within four days of recognizing their significance.
Blog Posts
5.14.24
REMINDER: New Insider Trading and Option Grant Disclosures for March 31 FYE Companies
The SEC introduced final rules in December 2022 relating to insider trading and associated disclosures, requiring issuers to disclose information related to Rule 10b5-1 trading plans, insider trading, and option grant policies, and specific option awards offered to key executives. The new requirements are effective for companies with fiscal year-ends beyond March 31, 2024. Smaller reporting entities have until September 30, 2024, to comply. It is imperative for companies to review and incorporate these requirements in their annual reports and proxy statements.
Client Highlights
5.13.24
Firm Represents Squarespace Founder and CEO in $6.9 Billion Take-Private Transaction
On May 13, 2024, Squarespace, Inc., the design-driven platform helping entrepreneurs build brands and businesses online, announced that it has entered into a definitive agreement with Permira, the global private equity firm, to go private in an all-cash transaction valued at approximately $6.9 billion. Under the terms of the agreement, Squarespace stockholders will receive $44.00 per share in cash, representing a premium of approximately 29 percent over Squarespace's 90-day volume weighted average trading price, and a premium of 15 percent over Squarespace's closing share price of $38.19 on the New York Stock Exchange on May 10, 2024. Squarespace founder and CEO Anthony Casalena will roll over a substantial majority of his existing equity and continue to be one of the largest shareholders following the transaction. Wilson Sonsini Goodrich & Rosati is representing Mr. Casalena in the transaction.
Upon completion of the transaction, Squarespace will become a privately held company with the flexibility and resources to invest in enabling entrepreneurs to build better online brands and more easily transact with their customers. Mr. Casalena will continue to serve as Squarespace’s CEO and board chairman, and will lead the business in all aspects of its operations, along with Squarespace’s current leadership team. The transaction, which is subject to regulatory approvals and other customary closing conditions, is expected to close by the fourth quarter of 2024.
The Wilson Sonsini team representing Mr. Casalena in the transaction includes Marty Korman, Todd Cleary, Megan Baier, Amy Simmerman, Catherine Riley Tzipori, and Derek Wallace.
Upon completion of the transaction, Squarespace will become a privately held company with the flexibility and resources to invest in enabling entrepreneurs to build better online brands and more easily transact with their customers. Mr. Casalena will continue to serve as Squarespace’s CEO and board chairman, and will lead the business in all aspects of its operations, along with Squarespace’s current leadership team. The transaction, which is subject to regulatory approvals and other customary closing conditions, is expected to close by the fourth quarter of 2024.
The Wilson Sonsini team representing Mr. Casalena in the transaction includes Marty Korman, Todd Cleary, Megan Baier, Amy Simmerman, Catherine Riley Tzipori, and Derek Wallace.