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December 5, 2022Insights
Client Alert: Legislating the Future of AI in Employment: NYC's Impending Law on Automated Decision Tools

Companies are increasingly using automation and artificial intelligence (“AI”) to identify and hire qualified candidates more efficiently, accurately, and objectively. In response, regulators and legislators are beginning to enact laws that address AI’s potential for bias and perceived lack of transparency and accountability. New York City Council enacted Local Law 144 of 2021 (“LL 144”) in December 2021, and similar local, state, and federal efforts are on the horizon.

October 18, 2022Insights
California’s New Pay Transparency Law Requires Employers to Include Pay Scale Information in Job Postings and Disclose Significant Salary and Demographic Information, starting January 1, 2023

On September 27, 2022, California joined several other states, cities, and local governments that require increased pay transparency in the workplace. Under the new law (Senate Bill 1162) which takes effect on January 1, 2023, companies with any California-based employees (“California employers”) must share salary range information with current and prospective employees, include salary information in job postings, and maintain significant records and data relating to workforce demographics and salaries.

October 17, 2022Insights
Preparing for the SEC’s New ‘Pay-Versus-Performance’ Proxy Disclosure Rules

The U.S. Securities and Exchange Commission (SEC) recently adopted final rules that require public companies to disclose, in both tabular and narrative format, information about the relationship between the compensation they pay executives and their financial performance for up to five fiscal years in proxy or information statements in which executive compensation disclosures are required. More than a decade in the making, the new rules implement the so-called pay-versus-performance disclosure requirements mandated by the Dodd-Frank Act in the aftermath of the 2008 financial crisis.

October 12, 2022Insights
Biden Signs Executive Order in Latest Step toward Privacy Shield Successor

On October 7, 2022, President Biden signed a highly-anticipated Executive Order implementing commitments the U.S. made under the new European Union-U.S. Data Privacy Framework (the “Framework”) announced earlier this year. The Framework is viewed as a successor to the European Union-U.S. Privacy Shield Framework (“Privacy Shield”), which was invalidated by the European Court of Justice in 2020. If ratified by the appropriate European Union (“EU”) entities, the Framework would provide qualifying companies with a legal basis to transfer personal data from the EU to the U.S. The Executive Order lays the groundwork for the European Commission (“EC”) to provide an adequacy determination for the Framework, which is expected to occur in 2023.

October 6, 2022Insights
Former Uber Executive Convicted of Criminal Charges for Mishandling of 2016 Data Breach

On October 5, Uber's former Chief Security Officer (“CSO”) was convicted of criminal felony charges for obstruction of justice and misprision (i.e. concealing) of a felony relating to his handling of a 2016 data breach that exposed the personal data of millions of Uber drivers and users. This case marks the first time a company executive has been held criminally liable for handling of a data breach in the United States and the CSO could face up to eight years in prison. In a press release announcing the verdict, the Department of Justice warned that the FBI and its government partners “will not allow rogue technology company executives to put American consumers’ personal information at risk for their own gain.”

August 3, 2022Insights
SEC Moves to Empower Shareholders by Lifting Key Restrictions on Proxy Voting Advice and Proposing to Sharply Narrow Several Substantive Bases for Proxy Statement Exclusion of Shareholder Proposals

Proposed Amendments Would Make It Harder for Public Companies to Argue for Exclusion of Shareholder Proposals That They Have Substantially Implemented, Are Duplicative of Other Proposals or Are Resubmissions of Prior Failed Proposals, Resulting in a Potentially Significant Increase in the Number of Proposals Submitted and Proceeding to a Shareholder Vote

May 25, 2022Insights
California Court Declares State’s Gender Diversity Board Mandate Unconstitutional

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, 2022Insights
April 29 Update: New York City’s Salary Transparency in Job Postings – Failure to Comply with this New Law Carries Significant Penalties

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.

April 26, 2022Insights
SEC Proposes New SPAC Regulatory Regime

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

April 4, 2022Insights
California Court Rules State’s Racial/Ethnic Board Diversity Mandate Unconstitutional

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.

March 21, 2022Insights
OFAC Sanctions Related to the Russian Invasion of Ukraine

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.

February 28, 2022Insights
Employers Who Violate Colorado’s Non-Compete Laws Face Stiff New Penalties, Including Jail

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. 

February 17, 2022Insights
3 Things to Know from 4 Black Founders

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.

February 2, 2022Insights
U.S. State Laws Impose New Obligations for Businesses Offering Subscription-Based Goods and Services

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. 

January 21, 2022Insights
January 21 Update - U.S. Supreme Court Blocks Federal COVID Vaccine and Testing Mandate

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.

January 14, 2022Insights
2022 Schedule 13G / Form 13F Filings, Form 13H Annual Update Filings, Annual CCPA Privacy Notice Review and Updates, and Reminder of Form ADV Annual Updating Amendment Requirements

Valued Clients:

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.

January 6, 2022Insights
2021 Year-End Executive Compensation Matters: Reminder of Annual Reporting of ISO Exercises and ESPP Purchases

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.

January 4, 2022Insights
Trading Practices by Public Issuers and Their Insiders Under Scrutiny: SEC Proposes Tighter Rules for 10b5-1 Plans and Stock Buybacks

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”).

November 17, 2021Insights
New SEC Staff Guidance Reverses Course on Excludability of Shareholder Proposals Ahead of Upcoming 2022 Proxy Season

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.

November 4, 2021Insights
SEC Reopens Comment Period on Executive Compensation Clawback Proposal

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.

October 25, 2021Insights
Returning to the Workplace Company Survey Results

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.