S&C Critical Insights

Proposed Tax Changes under the Build Back Better Act and the Potential Impact on Tech and Silicon Valley

In this episode of S&C’s Critical Insights, Sarah Payne, managing partner of S&C’s Palo Alto office, and M&A partner Matt Goodman are joined by Davis Wang, co-head of the Firm’s Tax Group, and Bachir Karam, a partner in the Firm’s Estates & Personal Group, to discuss proposed tax changes under the Build Back Better Act.

The Build Back Better Act passed in the House on November 19 and is now before the Senate. The partners discuss how proposed tax changes in the bill might have significant impacts on founders, companies and venture capital firms in Silicon Valley.

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S&C Critical Insights – Refreshing the Director Onboarding Process

In this episode of S&C’s Critical Insights, Sarah Payne and John Savva explore director onboarding, a process that may need to be refreshed in light of increased board turnover and expansion as companies seek to increase board diversity, as well as the increase in newly public companies.  John and Sarah discuss four areas in particular that should be reviewed and updated:  roles of directors, fiduciary duties, communications and risk oversight. 

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New DOJ Initiatives Address Nation’s Cybersecurity Infrastructure

In this episode of S&C’s Critical Insights, Tony Lewis and Kamil Shields discuss two Department of Justice announcements—the launch of a Civil Cyber-Fraud Initiative and the creation of a National Cryptocurrency Enforcement Team. They also explore how these measures, alongside a series of recent high-profile cybercrime incidents and enforcement actions, fit into the DOJ’s comprehensive cyber strategy following the issuance of recent DOJ policy related to cryptocurrency enforcement and President Biden’s executive order to strengthen the nation’s cybersecurity infrastructure.

Managing Cheap Stock in an Initial Public Offering

In this episode of S&C’s Critical Insights, John Savva and Sarah Payne discuss cheap stock, a significant factor in many initial public offerings. They explore how the issue arises in the context of an IPO, the types of cheap stock comments typically issued by the SEC, and how a company might navigate these comments.  They also discuss steps to take to reduce the likelihood of a cheap stock issue.

 

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Lessons From the 2021 Proxy Season: Governance Proposals

Marc Treviño and Melissa Sawyer, co-heads of S&C’s Corporate Governance and Activism practice, continue their discussion of shareholder proposal trends from the 2021 proxy season. In this episode of S&C’s Critical Insights, they explore developments in governance proposals, which went to a vote more often than any other category of proposal this year despite a decline in prevalence.

 

Lessons From the 2021 Proxy Season: Social and Political Proposals

 Marc Treviño and Melissa Sawyer, co-heads of S&C’s Corporate Governance and Activism practice, discuss prevalent shareholder proposal trends from the 2021 proxy season. In this episode of S&C’s Critical Insights, they explore developments in social and political proposals, including proposals related to human rights, racial justice, and employee-related diversity, equity and inclusion.

Click here to learn more about S&C’s 2021 Proxy Season Review and watch our recent webinar.

Recent SEC Cybersecurity Enforcement Actions

In this episode of S&C’s Critical Insights, Bob Downes, Tony Lewis and Chas Kerin discuss five recent SEC cybersecurity enforcement actions, with a focus on deficient corporate procedures and disclosure controls. They cover the background of the actions, including noteworthy aspects and common issues between them. They also explore how the SEC is addressing cybersecurity issues outside of enforcement, including from the examination and rulemaking perspectives. They conclude with a few takeaways and best practices.

Culture Audits: Taking Stock of Your Workplace Culture

In this episode of S&C’s Critical Insights, Annie Ostrager, co-head of our Labor & Employment Group, and Katharine Rodgers discuss strategies employers should consider when taking stock of workplace culture. Annie and Katharine provide an overview of workplace culture, and why its importance is rising in terms of both employee satisfaction and company risk management. They also explore the components of a proactive culture audit, which can serve as a jumping off point to facilitate employee feedback and the implementation of any workplace improvements.

For more information on this topic, watch our recent webinar, “The Impact of Maintaining a Diverse, Equitable and Inclusive Workforce,” and subscribe to our blog, “Legal Developments Affecting the Workplace.”

Developing a Robust Multi-National Compliance Program

In this episode of S&C’s Critical Insights, Brendan Cullen and Tony Lewis provide key takeaways for building and sustaining an effective compliance program.

 

Brendan and Tony build on their last podcast and discuss the updated guidance from certain U.S. enforcement agencies, talk about certain changes to foreign enforcement regimes and conclude with a few best practices. They also explain the importance of compliance programs, especially in the enforcement context.

 

For more information about this topic, please see Brendan and Tony’s chapter in the Guide to Corporate Compliance, titled “Developing a Robust Compliance Programme in Latin America.”

Supreme Court Business Review: United States v. Arthrex, Minerva Surgical v. Hologic and Google v. Oracle

In the sixth episode of S&C’s Supreme Court Business Review series, hosts Judd Littleton and Julia Malkina are joined by Dustin Guzior, co-head of S&C’s Intellectual Property & Technology Litigation practice, to discuss three intellectual property cases that the Supreme Court decided last Term and key takeaways for businesses.

In United States v. Arthrex, the Supreme Court sidestepped an issue that had the potential to affect significantly patent litigation:  whether the Patent Trial and Appeal Board’s administrative patent judges must be appointed by the President with approval of the Senate.  The Court instead held that PTAB’s structure violated the Appointment Clause of the Constitution because the director of the U.S. Patent and Trademark Office did not have sufficient power to review the PTAB’s decisions.  In Minerva Surgical v. Hologic, the Court narrowed the scope of “assignor estoppel,” which precludes the assignor of a patent from later challenging the patent’s validity, by holding that assignor estoppel does not extend to circumstances that did not exist at the time of the assignment. Lastly, in Google v. Oracle, the Court held that Google’s copying of some of Oracle’s application program interface code for Java was fair use.  Because the Court assumed without deciding that such code can be copyrighted in the first place, it left that important question for another day.