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Welcome to Bryan Cave Leighton Paisner’s US Securities and Corporate Governance blog, where we deliver regular insights for companies and their advisors on key developments relevant to US securities law.

BCLP maintains an active securities and capital markets practice, regularly counselling public and private companies as well as investment banks and underwriters across industries on capital raises, securities law compliance and corporate governance. We have decades of experience in providing both general guidance and specific disclosure advice to public companies, including numerous Fortune 500 and S&P 500 clients, as well as newer emerging growth companies.

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182 Results
Don’t Forget: More reminders for your 2023 proxy/annual report checklist
January 31, 2023

Based on recent developments, we have additional items to supplement our October 10, 2022 post, which highlighted key considerations for the 2022 proxy and annual report season. 

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How Far Will the DOJ Go? Individual Accountability in Corporate Criminal Cases
January 24, 2023

On January 17, 2023, the Justice Department announced a change in its corporate policy, incentivizing companies to self-report by promising that it would consider declining prosecution, even if there are some aggravating factors. The Department is clear about what’s driving this change: “Our number one goal in this area – as we have repeatedly emphasized – is individual accountability. And we can hold accountable those who are criminally culpable—no matter their seniority—when companies come forward and cooperate with our investigation.”

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Unusual Musk Trial Highlights Risks Facing Public Company Executives
January 23, 2023

Amidst all the controversy and legal proceedings involving Elon Musk, one could overlook the fact that he and his company Tesla are on trial now in U.S. District Court for securities fraud.  Yet they are: a jury has been selected, lawyers have presented opening statements, and testimony is underway in a San Francisco courtroom. 

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Don’t panic: the long view of FTC’s proposed non-compete rule
January 12, 2023

Last week, the Federal Trade Commission (“FTC”) released a Notice of Proposed Rulemaking (the “Proposed Rule”) proposing a rule that would ban “non-compete” agreements. Finding that non-compete clauses reduce competition, wages, and innovation, and relying on its authority to eliminate unfair methods of competition, the FTC proposed a nationwide prohibition on any U.S. employer entering into, attempting to enter into, or maintaining any non-compete agreements with any workers. Employers should take note of the following key details:

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FTC Proposed Ban on Non-Competes
January 10, 2023

Taking aim at what it views as an unfair practice that keeps hundreds of billions of dollars out of workers’ pockets, on January 5 the Federal Trade Commission (FTC) issued proposed rulemaking that would effectively ban non-compete agreements across the U.S. economy on a prospective basis, and force the rescission of millions of existing non-compete clauses. The proposed ban is limited only by an exception for dealmakers that permits non-compete agreements to be entered into with “substantial” owners, partners and members of companies in the context of the sale of those companies. As every dealmaker knows, non-competes in a company sale scenario are often a critical safeguard for buyers, helping to ensure the seller doesn’t simply open up shop again the next day with a new and competing business.   

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Mark Your Calendar: 2023 Key Compliance Deadlines for SEC’s Final Compensation Clawback Rules
December 22, 2022

As discussed in our recent blog post, the SEC recently adopted final executive officer incentive compensation clawback rules (the “Clawback Rules”) pursuant to the requirements of the Dodd-Frank Act.   The Clawback Rules, directing the NYSE, Nasdaq and other stock exchanges to adopt requirements for listed companies to develop and implement clawback, or recovery, policies, will become effective on Friday, January 27, 2023, which is 60 days following their November 28, 2022 publication in the Federal Register.

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