Here’s a tip from the sixth edition of our popular publication The Public Company Handbook, which is an easy-to-read guide that provides practical insights regarding legal and other board management issues facing public—or soon-to-be-public—companies.

Directors who exercise options for or otherwise purchase large amounts of company stock (in 2022, stock with a value in excess of $101 million) should be aware of individual filing obligations created by the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Fluctuations in the trading price of a company’s common stock could cause the value of a director’s holdings to surpass thresholds obligating the director to make a filing with the Department of Justice and the Federal Trade Commission. Failure to make required filings could result in substantial monetary penalties for the individual director and company disclosure obligations.

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Photo of Andrew Moore Andrew Moore

Andrew Moore, a partner in the firm’s Corporate practice, focuses his practice on public offerings and corporate finance, securities regulation, corporate governance and mergers and acquisitions. Andrew is a leader of the firm’s public companies group, regularly advising public companies on best corporate…

Andrew Moore, a partner in the firm’s Corporate practice, focuses his practice on public offerings and corporate finance, securities regulation, corporate governance and mergers and acquisitions. Andrew is a leader of the firm’s public companies group, regularly advising public companies on best corporate governance practices, disclosure matters and SEC compliance.

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Photo of Jason Day Jason Day

Jason Day is the firmwide chair of the Corporate practice and a member of the firm’s Executive Committee. Jason serves as a trusted advisor to public companies on their most sensitive securities and corporate governance matters. He regularly counsels public company boards of…

Jason Day is the firmwide chair of the Corporate practice and a member of the firm’s Executive Committee. Jason serves as a trusted advisor to public companies on their most sensitive securities and corporate governance matters. He regularly counsels public company boards of directors and management on SEC disclosure obligations, fiduciary duties, internal investigations, proxy advisory firm standards and stockholder activism matters.

Jason has represented issuers and underwriters in dozens of capital markets offerings, including underwritten equity and debt offerings, initial public offerings, Rule 144A offerings and convertible note offerings, among others. He also counsels companies and their boards on public company change in control transactions, including mergers, tender offers, and SPAC transactions.

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