In a ruling dated May 13, 2022, and publicly released last week, Judge Maureen Duffy-Lewis of the Superior Court of California in Los Angeles County enjoined the 2018 state law known as SB 826—the first in the nation to legally compel the representation of women on public company boards—after determining the statute was unconstitutional because it violated the Equal Protection Clause of the California Constitution. The decision followed a nearly monthlong non-jury trial that concluded in February.
April 29, 2022 Update: On Thursday, April 28, 2022 the New York City Council approved legislation that will push back the implementation of the salary transparency law by six months. The new law was supposed to go into effect May 15, 2022 and is now pushed back to November 1, 2022.
Starting May 15, 2022, employers advertising jobs in NYC must include a good faith salary range for every job, promotion, and transfer opportunity advertised.
Proposed Extension of Traditional IPO Investor Protections to SPAC Transactions Would Significantly Increase Costs, Complexity and Potential Liability for Market Participants Throughout the SPAC Lifecycle
In a landscape-shifting, pro-employee decision, Massachusetts’ highest court has ruled that employers are strictly liable under the Massachusetts Wage Act for treble damages and attorneys’ fees the very minute the employer fails to pay wages, even if the nonpayment is rectified before the employee brings a claim.
Comprehensive Suite of Proposals Would Require Enhanced and Standardized Disclosures Regarding Cybersecurity Risk Management, Strategy, Governance and Incident Reporting, Including Form 8-K Disclosure of Material Cybersecurity Incidents Within Four Business Days
On April 1, 2022, in the first decision to be handed down in several state and federal lawsuits underway challenging California’s gender and racial board diversity mandates, Judge Terry Green of Los Angeles County Superior Court declared the state’s board diversity mandate for “underrepresented communities” (racial/ethnic/LGBT) unconstitutional. The judge did not explain the reasoning for his decision, and it is currently unclear whether the state will appeal the ruling.
In light of the dramatic expansion of the number of persons and entities subject to sanction by the U.S. Treasury’s Office of Foreign Asset Controls (“OFAC”) in response to the Russian invasion of Ukraine, we wanted to send out a brief alert that you should periodically check the status of investors in your funds to determine whether they have become subject to these sanctions and, if any investors have become subject to sanctions, ensure that you are taking the appropriate actions.
Effective March 1, 2022, employers who violate Colorado’s restrictions on post-job non-compete provisions may face criminal penalties, including up to 120 days in jail. In light of these new penalties, GD clients who wish to include these non-compete provisions in their Colorado employment agreements, or wish to enforce an existing version of these non-compete provisions in Colorado, should first reach out to their GD attorney.
Black-owned and led companies raised more capital in 2021 than ever before, and with a push for more ESG and DE&I-focused initiatives, many organizations have taken an increase in steps towards equity and progress. However, opportunity gaps remain an obstacle for Black founders and entrepreneurs.
Changes to state-specific Automatic Renewal Laws (ARLs) impose enhanced consumer notice, consent, and cancellation requirements on companies offering goods and services under automatic billing plans
This client alert covers best practices with respect to compliance with most state ARLs but note that, while there are similarities across state ARLs, some states impose additional or different requirements. B2C companies are advised to implement and maintain a multi-state ARL compliance strategy to account for variances across state ARLs.
UPDATE: On January 13, 2022, the U.S. Supreme Court found that the Federal OSHA’s COVID vaccine ETS, targeting nearly all large U.S. employers and imposing significant penalties on noncompliant employees and employers, is a “broad public health measure” outside of OSHA’s purview.
This is an update to our October 1, 2021 Preparing for a Return to the Workplace, Employers Are Making Big Decisions (UPDATED) article.
We are writing to our venture capital and private equity fund clients to remind you of several important deadlines that are approaching. The annual deadline for filing certain initial Schedules 13G, an amendment to a previously filed Schedule 13G, an initial Form 13F filing, and an annual update to a previously filed Form 13H with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2021 is Monday, February 14th. As you may remember from prior years, all Schedule 13G and Form 13F filings, including amendments, and Form 13H filings, including annual updates, must be filed electronically through EDGAR. As a result, we will be working with a financial printer in connection with these Section 13 filings. We are also using this opportunity to remind you that if you are subject to the California Consumer Privacy Act (“CCPA”), which went into effect on January 1, 2020, you are required to review and update your firm privacy policies and provide an annual privacy notice to your employees, contractors and investors that are California resident natural persons. Finally, we would like to give our clients who have previously filed a Form ADV with the SEC a reminder that generally your firm will be required to file an annual updating amendment to such Form ADV by the deadline of Thursday, March 31, 2022.
Employers must file information returns with the Internal Revenue Service and provide employees with information statements related to incentive stock option exercises that occurred during calendar year 2021. Similarly, employers (typically relevant only for public companies) must file information returns with the IRS and provide employees with information statements related to initial transfers of stock acquired during 2021 under an employee stock purchase plan that complies with Internal Revenue Code Section 423.
On December 15, 2021, the Securities and Exchange Commission (“SEC” or “Commission”) voted to adopt two sets of rule proposals designed to address the agency’s stated concerns about the prevalence of certain trading practices by issuers and corporate insiders that the SEC believes may harm investors and undermine the integrity of the securities markets, including through the misuse of material nonpublic information (“MNPI”).
On November 3, the staff of the Division of Corporation Finance (the “staff”) of the U.S. Securities and Exchange Commission (the “SEC” or “Commission”) issued new Staff Legal Bulletin No. 14L (“SLB 14L”) relating to shareholder proposals under Rule 14a-8 of the Securities Exchange Act of 1934 (“Rule 14a-8”). SLB 14L rescinds three previously issued legal bulletins and expressly states that the staff may no longer permit companies to exclude from their proxy statements certain shareholder proposals that raise significant environmental or social issues that would have been excludable in the past.
Gunderson Dettmer is pleased to announce its Returning to the Workplace Survey Report. This report summarizes the data gathered from over 250 VC firms.
On October 14, the U.S. Securities and Exchange Commission (SEC or Commission) announced the reopening of the comment period on its executive compensation clawback rule, initially proposed in 2015 to implement Section 954 of the Dodd-Frank Act, which calls for the Commission to direct the U.S. stock exchanges to establish listing standards requiring listed companies to adopt, comply with and provide disclosure about a compensation recovery (or “clawback”) policy applicable to incentive-based compensation received by current and former executive officers in the event of certain financial restatements.
Gunderson Dettmer is pleased to announce its Returning to the Workplace Survey Report. This Report summarizes the data gathered from over 230 companies in the venture-backed startup ecosystem. The results were presented at the National Venture Capital Association, Strategic Operations and Policy Summit Return to the Workplace panel on Thursday, October 21, 2021.
Employers continue to make big decisions on returning to the workplace, especially with the Delta variant and changing guidance from the Biden Administration, the Centers for Disease Control and Prevention (CDC), and numerous states and localities. The standards for dealing with this new guidance in an office setting will continue to evolve.
On August 6, a divided U.S. Securities and Exchange Commission (SEC) voted to approve Nasdaq’s new listing rules related to board diversity and disclosure, a significant development that magnifies the rising importance of diversity in board governance.
Since the start of the Biden administration, the U.S. Securities and Exchange Commission (SEC) has signaled that climate and broader environmental, social and governance (ESG) disclosure will be an area of heightened focus, subject to more proactive and aggressive regulatory oversight and enforcement.
The European Commission (EC) recently finalized new Standard Contractual Clauses (SCCs), updating a method used by many companies to lawfully transfer personal data out of the European Union (EU) under the EU General Data Protection Regulation (GDPR). Please read below for the steps you can take now to prepare for this change.
Governor Andrew Cuomo signed the New York Health and Essential Rights Act (NY HERO Act) (the “Act”) into law on May 5, 2021. Amendments were made in June and signed by Governor Cuomo on June 14, 2021. The purpose of this new law is to protect employees against exposure and disease during a potential future airborne infectious disease outbreak. The Act establishes a new obligation on New York employers to develop extensive workplace health and safety standards to prevent exposure to airborne infectious diseases in the workplace.
Employers are starting to make big decisions on returning to the workplace, especially with the changing guidance from the Centers for Disease Control and Prevention (“CDC”), including that fully vaccinated people do not need to wear masks indoors, and various states.
Earlier this week, Securities and Exchange Commission (SEC) Chair Gary Gensler was interviewed about his policy-making priorities at The Wall Street Journal’s CFO Network Summit, where he identified Rule 10b5-1 trading plans and practices as a rulemaking and enforcement imperative.
Employers are starting to make big decisions on returning to the workplace, especially with the fast-changing announcements from the Centers for Disease Control and Prevention (CDC). The CDC recently announced that fully vaccinated people do not need to wear masks indoors. Assuming states where the Company has offices lift mask requirements for those who are fully vaccinated, how do employers handle the situation? Should we put employees on the “honor system” and tell them they don’t need to wear a mask if they are fully vaccinated? Or should we be asking for proof of vaccinations as a prerequisite for allowing employees not to wear masks?
Once considered an unorthodox path to going public, direct listings are gaining traction as an alternative to the traditional IPO. On Wednesday, the Securities and Exchange Commission (SEC) approved a rule change, with immediate effect, that will permit companies to raise capital in a direct listing on the Nasdaq Global Select Market.
To all venture capital and private equity fund clients, reminder of several important deadlines that are approaching.
Employers must file information returns with the Internal Revenue Service and provide employees with information statements related to incentive stock option exercises that occurred during calendar year 2020. Similarly, employers (typically relevant only for public companies) must file information returns with the IRS and provide employees with information statements related to initial transfers of stock acquired during 2020 under an employee stock purchase plan that complies with Internal Revenue Code Section 423.
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