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March 12, 2023Insights
Updated: Guidance on Emergency Bridge Loans; FDIC Releases FAQs on Silicon Valley Bank

As of 3:15 p.m. PT on 3/12/2023, please see the Joint Statement by the Department of the Treasury, Federal Reserve and the FDIC here. The below information is likely out of date. 

Guidance on Emergency Bridge Loans

We have been fielding many questions from our clients (both companies and funds) regarding emergency cash infusions into companies to be able to meet their payroll and other immediate obligations this week before a portion of uninsured amounts held in Silicon Valley Bank (SVB) accounts becomes available.

Your Gunderson Dettmer team has prepared a variety of documentation for short-term bridge financing structures and is standing by to help you keep operating with as little interruption as possible.


On the morning of Sunday, March 12, 2023, the FDIC published FAQs on its website focused on the SVB closure. While we encourage you to read the complete FAQs, this alert shares key takeaways for our clients.

March 15, 2023Insights
New Ruling: Confidentiality and Non-Disparagement Provisions in Employment Separation Agreements May Violate National Labor Laws

A significant new ruling by the National Labor Relations Board (“NLRB”) increases restrictions on employers’ ability to include confidentiality and non-disparagement provisions in employment separation agreements, which may also affect the enforceability of some past separation agreements. Employers should immediately begin using separation agreements that have been updated to tailor restrictions around certain protected rights identified in the NLRB ruling.

March 10, 2023Insights
Silicon Valley Bank in FDIC Receivership: What We Know So Far

On March 10, 2023, Silicon Valley Bank (SVB) was closed by California regulators and placed into receivership under the control of the Federal Deposit Insurance Corporation (FDIC). For clients that have banking relationships with SVB, either as depositors or borrowers, we know that you have many questions. Unfortunately at this point, there are not many satisfying answers. Although you may already know much of the information in this alert, there are some next steps you can take while we await more information.

March 2, 2023Insights
Delaware Ruling Retroactively Validates De-SPAC Stockholder Votes Approving Share Increase Charter Amendments and Subsequent Share Issuances, Providing Welcome Certainty in the Wake of "Boxed" Decision

In a series of bench rulings on February 20 and February 27, Vice Chancellor Will of the Delaware Court of Chancery granted petitions by Lordstown Motors Corporation and more than a dozen other public companies—all former SPACs incorporated in Delaware with dual-class share structures—seeking relief for potentially invalid share increases in connection with their de-SPAC merger transactions under Section 205 of the Delaware General Corporation Law (DGCL), which allows the court to retrospectively remedy “defective corporate acts that would otherwise be considered incurable” (including those related to the creation of stock) if they were done in good faith.

February 7, 2023Insights
Stronger Together: Private Companies Mergers of Equal

In the face of macroeconomic volatility, many entrepreneurs, executives, and investors are carefully considering Merger of Equals (MOE) transactions for private company enterprises as a way to accelerate growth and scale, and to pool financial and operational resources in light of a challenging funding environment.

January 18, 2023Insights
Annual Reminders: Securities Filings (Schedule 13G / Form 13F / Schedule 13D Filings, Form 13H Annual Update Filings), Privacy Notices and Policy Updates, Form ADV Updating Amendment Requirements

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, 2022 is Tuesday, February 14, 2023.

January 17, 2023Insights
FTC Proposes Nationwide Ban on Post-Termination Non-Compete Agreements

On January 5, 2023, the Federal Trade Commission (FTC) formally proposed a rule banning employers from using non-compete agreements nationwide. The FTC’s proposed rule would make it an illegal and “unfair method of competition” for an employer to enter into or attempt to enter into a post-termination non-compete clause with any worker, or to maintain or threaten to enforce an existing non-compete provision against current or former workers.

January 11, 2023Insights
2023 Employment and Labor Law Update

As 2023 begins, employers in the innovation economy face new employment law challenges, while attempting to navigate an uncertain economic terrain. At a time when many companies are recalibrating and focused inward, the federal government and numerous states are moving forward with bold employment-related initiatives.

January 5, 2023Insights
SEC Strengthens Investor Protections Against Insider Trading

On December 14, 2022, the U.S. Securities and Exchange Commission (SEC), displaying a rare united front, voted unanimously to adopt the first substantive reforms to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) since its enactment more than twenty years ago, and enhanced trading-related disclosure and reporting requirements applicable to public issuers and their insiders.

December 21, 2022Insights
Start Preparing for New State Privacy Laws That Take Effect in 2023

Inspired by California’s landmark privacy law (the California Consumer Privacy Act or “CCPA”) and the European Union’s General Data Protection Regulation (“GDPR”), state legislatures across the U.S. have been busy trying to replicate those laws in their own states. Several states have now passed privacy laws, many of which are substantially similar to the CCPA and the GDPR. Many other states are actively considering similar privacy legislation, and we expect to see another active year in the privacy world in 2023. This alert highlights key requirements in these new laws – specifically, the California Privacy Rights Act, the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Act Concerning Personal Data Privacy and Online Monitoring, and the Utah Privacy Act (collectively, the “2023 State Privacy Laws”), and suggests practical steps companies should take to get ready. Note that some of the 2023 Privacy Laws are still pending final regulations, which could change the requirements.

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.