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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.

As we blogged a few months ago, the SEC’s new pay-for-performance rules apply to the upcoming proxy season—and if you haven’t started looking into the groundwork you need for this new proxy disclosure yet, you need to get started right away if you’re a company with a 12/31 fiscal year-end.

Remember that “no surprises” is

Following up on our recent blog in a series about internal investigations, note that Federal Rule of Evidence 502(g) states:

(1) “Attorney-client privilege” means the protection that applicable law provides for confidential attorney-client communications; and

(2) “Work-product protection” means the protection that applicable law provides for tangible material (or its intangible equivalent) prepared in anticipation

To kick off our series of blogs about internal investigations, let us note that rarely does a week pass in a white collar investigation – or in an SEC-regulatory outside counsel’s life – that an auditor or government enforcement attorney does not request some interim (or final) read-out. These requests for information can encompass investigative

A few days ago, I ran down a list of five items to consider for your risk factor disclosure for the Form 10-Q. Right now, there are a number of topics that are being addressed by many companies in their risk factors. Among those are these:

1. COVID-19 impact – The pandemic continues to weigh

As our clients are preparing their Form 10-Qs and quarterly earnings updates, a curious thing has arisen this time around. We’re getting more questions than usual about whether – and how – to update risk factors from the last Form 10-K in the upcoming 10-Q. Nearly all companies went through this drill in 2020 to