Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
8/6/2025
/ Bylaws ,
CDIs ,
Climate Change ,
Corporate Governance ,
Digital Assets ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Exchange-Traded Products ,
Federal Funding ,
Form 10-Q ,
Forum Selection ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
MD&A Statements ,
Proxy Advisors ,
Regulatory Requirements ,
Reporting Requirements ,
Risk Factors ,
Schedule 13D ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stablecoins ,
Tariffs ,
US Trade Policies
Companies doing business in Texas and California should be aware of the following state law developments, which could affect them....more
7/21/2025
/ CARB ,
Carbon Emissions ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
New Legislation ,
Publicly-Traded Companies ,
Reporting Requirements ,
Shareholders
The SEC is reportedly in discussions with Nasdaq and NYSE about ways to ease the burden of becoming—and remaining—a public company....more
On July 11, the SEC’s Division of Corporation Finance amended 18 Compliance and Disclosure Interpretations relating to Regulation 13D-G, which pertains to beneficial ownership reporting rules.
These amendments bring the...more
Keep in mind the following risk factor and MD&A considerations for upcoming Form 10-Q filings...more
7/15/2025
/ Corporate Governance ,
Disclosure Requirements ,
Foreign Currency ,
Form 10-Q ,
International Trade ,
MD&A Statements ,
Publicly-Traded Companies ,
Risk Management ,
Tariffs ,
Tax Policy ,
Tax Reform ,
Trade Relations ,
US Trade Policies
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
7/8/2025
/ Corporate Governance ,
Cryptoassets ,
Currency Exchange ,
Disclosure Requirements ,
Exchange-Traded Products ,
Executive Compensation ,
Foreign Currency ,
Form 10-Q ,
Nasdaq ,
Regulatory Requirements ,
Reporting Requirements ,
Rule 14a-8 ,
Securities ,
Securities Regulation ,
State Securities Regulators ,
Tariffs ,
US Trade Policies
On June 12, 2025, the SEC announced its withdrawal of previously proposed amendments to Rule 14a-8. ...more
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
6/13/2025
/ Corporate Governance ,
Disclosure Requirements ,
Fee Caps ,
Financial Industry Regulatory Authority (FINRA) ,
Form 10-Q ,
MD&A Statements ,
Regulatory Requirements ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Exchange ,
Tariffs
The New York Stock Exchange (Exchange) has recently adopted two rule changes, one to reduce fees for the initial period of a company’s listing on the Exchange and another to formally expand the universe of holders that will...more
On March 25, Delaware adopted significant amendments to §§ 144 and 220 of the Delaware General Corporation Law which aim to provide greater clarity and predictability to corporate fiduciaries in light of certain recent...more
As companies prepare their Form 10-Q disclosures, it's worth bearing in mind a number of special considerations amid the current economic and political environment....more
5/2/2025
/ Artificial Intelligence ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Economic Downturn ,
Environmental Social & Governance (ESG) ,
Financial Markets ,
Form 10-Q ,
International Trade ,
Recessions ,
Risk Assessment ,
Risk Management ,
Supply Chain ,
Tariffs ,
Trump Administration ,
US Trade Policies
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
5/1/2025
/ C&DIs ,
Corporate Governance ,
Cryptocurrency ,
Delaware General Corporation Law ,
Disclosure Requirements ,
Form 10-Q ,
MD&A Statements ,
Nasdaq ,
Proxy Statements ,
Regulatory Agenda ,
Regulatory Requirements ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
Some proxy advisors and institutional investors have made changes to their diversity policies and mandates, including the following ...more
3/31/2025
/ BlackRock ,
Board of Directors ,
Corporate Governance ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Glass Lewis ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Proxy Advisors ,
Proxy Voting ,
Shareholders ,
State Street ,
Vanguard
The SEC published updated Compliance and Disclosure Interpretations on the filing of Schedules 13D and 13G/Shareholder Engagement....more
3/28/2025
/ Asset Management ,
CDIs ,
Corporate Governance ,
Disclosure Requirements ,
Institutional Investors ,
Investment Management ,
Reporting Requirements ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Shareholders
The SEC rescinded Staff Legal Bulletin No. 14L and issued updated guidance on the exclusion of shareholder proposals under Rule 14a-8 and certain other aspects of Rule 14a-8....more
The Securities and Exchange Commission has expanded the confidential filing options, including...more
Welcome to the latest edition of the Fenwick Securities Law Update. This issue contains updates and important reminders on...more
3/19/2025
/ Artificial Intelligence ,
CDIs ,
Corporate Governance ,
Delaware General Corporation Law ,
Diversity and Inclusion Standards (D&I) ,
EU ,
Form 10-K ,
Guidance Update ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
2/10/2025
/ Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Investment Adviser ,
Investment Companies ,
Nasdaq ,
Proxy Season ,
Proxy Voting ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Activism
The outlook for life sciences IPOs is showing renewed optimism heading into 2025, with market conditions becoming more constructive and regulatory environments potentially more favorable....more
The following new disclosure will be required in companies’ upcoming Forms 10-K (FY 2024) and/or proxy statements...more
For publicly traded biotech companies, disclosing clinical trial data can be an exciting milestone as you build towards an exit or public offering—but disclosure is a double-edged sword....more
1/6/2025
/ Capital Raising ,
Clinical Trials ,
Corporate Governance ,
Disclosure Requirements ,
Initial Public Offering (IPO) ,
Investors ,
Life Sciences ,
Material Nonpublic Information ,
Medical Research ,
Pharmaceutical Industry ,
Private Investment in Public Equity (PIPEs) ,
Publicly-Traded Companies
When it comes to disclosing clinical trial data in the biotechnology arena, in particular for public biotech companies, timing is everything. Disclosures are not just about when to reveal the information, but also what is...more
1/6/2025
/ Annual Reports ,
Biotechnology ,
Clinical Trials ,
Corporate Governance ,
Disclosure Requirements ,
Financial Industry Regulatory Authority (FINRA) ,
Food and Drug Administration (FDA) ,
Form 10-K ,
Form 10-Q ,
Life Sciences ,
Pharmaceutical Industry ,
Securities and Exchange Commission (SEC)
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
1/2/2025
/ Benchmarks ,
C-Suite Executives ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Enforcement Actions ,
Institutional Shareholder Services (ISS) ,
Nasdaq ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Transparency ,
Voting Shares
In December 2024, BlackRock released its updated U.S. proxy voting guidelines for benchmark policies. The changes will become effective as of January 2025. ...more
12/27/2024
/ BlackRock ,
Board of Directors ,
Corporate Governance ,
Directors ,
Equity Compensation ,
Executive Compensation ,
Guidance Update ,
Proxy Voting Guidelines ,
Stock Options ,
Sustainable Business Practices ,
Task Force on Climate-related Financial Disclosures (TCFD) ,
Voting Rights
Institutional Shareholder Services updated its Benchmark proxy voting policies on December 17—with updated policies generally applying to shareholder meetings taking place on or after February 1.
The updates for U.S....more