Author: Clint Foss

Clint Foss

Corporate, Seattle

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Washington State to Require Gender Diversity on Public Company Boards or Board Diversity Disclosure

Clint Foss

Effective as of June 11, 2020, the Washington State legislature has amended the Washington Business Corporation Act (“WBCA”) to require public companies to either have a gender-diverse board of directors by January 1, 2022 or comply with new board diversity disclosure requirements.  A public company will be deemed to have a gender-diverse board of directors if, for at least 270 days of the fiscal year...

SEC Updates Guidance on Shareholder Meetings Affected by COVID-19

Clint Foss

On April 7, 2020, the SEC updated its prior guidance for conducting shareholder meetings in light of COVID-19 concerns to address delays in printing and mailing of proxy materials and clarify that its guidance applies for special meetings of shareholders, as well as annual meetings.  Previously, the SEC had advised issuers of its view that an issuer that has already mailed and filed its definitive...

House Overwhelmingly Passes Bill to Address 8-K Trading Gap

Clint Foss

On January 14, 2020, the U.S. House of Representatives passed HR 4335, the “8-K Trading Gap Act of 2019” (the “Act”) by a bipartisan vote of 384 to 7. The Act is designed to stop company insiders from trading during the 8-K trading gap, as described below. While many companies have insider trading policies in place which would already prevent such trades, a 2015 Columbia...