Gibson Dunn Discusses SEC Guidance on How the New Tax Law Affects Disclosure and Accounting

On December 22, 2017, the Securities and Exchange Commission’s Office of the Chief Accountant and Division of Corporation Finance (“Staff”) issued important guidance that provides significant relief and helpful answers on some of the accounting and disclosure issues raised by the comprehensive tax act, commonly called the Tax Cut and Jobs Act,[1] that was signed into law on that same date (the “Tax Act”).  The Staff’s guidance is contained in two pronouncements:  (1) Staff Accounting Bulletin No. 118 (“SAB 118”), which essentially allows companies to take a reasonable period of time to assess, measure and record the effects of … Read more

Gibson Dunn discusses SEC Adoption of Final CEO Pay Ratio Disclosure Rules

On August 5, 2015, the SEC voted, 3-2, to adopt final rules to implement the pay ratio disclosure provision of Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).  Consistent with their positions on the proposed rules, SEC Chair Mary Jo White and Commissioners Luis Aguilar and Kara Stein voted to adopt the rules and Commissioners Daniel Gallagher and Michael Piwowar dissented, making this Commissioner Gallagher’s 16th  dissent (which Gallagher indicated is a Commission record).

As discussed in our September 18, 2013 blog post, Section 953(b) of the Dodd-Frank Act mandates that … Read more

Gibson Dunn discusses Supreme Court of Delaware Case Upholding Fee-Shifting Bylaws

A recent decision of the Supreme Court of Delaware may give Delaware corporations an important tool to discourage meritless shareholder litigation.  In ATP Tour, Inc. v. Deutscher Tennis Bund, No. 534, 2013 (Del. May 8, 2014) (“Op.”), the Court held that the directors of a non-stock corporation may permissibly adopt bylaws that shift attorneys’ fees and costs to unsuccessful plaintiffs in intra-corporate litigation, even where the intent of the fee-shifting provision is to deter litigation.

Background

The Supreme Court of Delaware’s opinion addressed certified questions from the U.S. District Court for the District of Delaware.  The underlying federal litigation … Read more