In August 2021, the SEC approved new board diversity rules requiring Nasdaq-listed companies (i) to include a board diversity matrix in their proxy statement or on their website and (ii) to disclose whether they have one...more
12/16/2024
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Minorities ,
Nasdaq ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Statutory Authority ,
Woman Board Members
Welcome to the latest edition of Fenwick’s Securities Law Update....more
11/26/2024
/ Audit Committee ,
Corporate Governance ,
Disclosure Requirements ,
EDGAR ,
Enforcement Actions ,
Filing Requirements ,
Form 10-K ,
Glass Lewis ,
Independent Directors ,
PCAOB ,
Proxy Statements ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Less than a year after their adoption, California has amended two landmark corporate climate disclosure laws. The changes come after California Gov. Gavin Newsom on Friday signed Senate Bill 219 (SB 219), which provides...more
On September 25, the Securities and Exchange Commission (SEC) announced that it had charged 23 entities and individuals for failure to timely file Schedules 13D and 13G reports and Forms 3, 4, and 5. The SEC also charged two...more
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
9/20/2024
/ Amended Legislation ,
Artificial Intelligence ,
Chevron Deference ,
China ,
Climate Change ,
Corporate Governance ,
Deadlines ,
Disclosure Requirements ,
Enforcement Actions ,
Export Controls ,
Filing Deadlines ,
Form 10-Q ,
Independent Directors ,
Initial Public Offering (IPO) ,
Nasdaq ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
US Trade Policies ,
Whistleblower Protection Policies ,
Whistleblowers
As we previously reported in October 2023, the California legislature adopted three significant climate disclosure laws...more
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains news on...more
8/14/2024
/ Amended Regulation ,
Board of Directors ,
Chevron Deference ,
Climate Change ,
Corporate Governance ,
Delaware General Corporation Law ,
Enforcement Actions ,
Google ,
Governor Newsom ,
Greenhouse Gas Emissions ,
Life Sciences ,
Listing Rules ,
Nasdaq ,
NYSE ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Special Purpose Acquisition Companies (SPACs) ,
Time Extensions ,
Whistleblower Awards ,
Whistleblowers
After a touch-and-go few years, the environment for exits like IPOs and mergers is beginning to show signs of life. And with new green shoots forming, there’s no better time for up-and-coming companies to ensure they're...more
Cyber incidents are among the fastest-growing existential threats to publicly traded companies. More than a technical headache, breaches can materially impact your bottom line—and the mere news of an incident can send stocks...more
2/1/2024
/ Capital Markets ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Data Security ,
Disclosure ,
Disclosure Requirements ,
Form 10-K ,
Form 8-K ,
Investors ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Security Breach
On December 14, 2022, the U.S. Securities and Exchange Commission adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) and new disclosure requirements designed to enhance investor...more
12/20/2022
/ 10b5-1 Plans ,
Amended Rules ,
Board of Directors ,
Corporate Counsel ,
Corporate Governance ,
Corporate Officers ,
Directors ,
Disclosure ,
Insider Trading ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation
On August 25, 2022, the U.S. Securities and Exchange Commission adopted rules that require public companies to disclose the relationship between compensation “actually paid” to their executives and their financial...more
Impacts of Coronavirus on Commercial Agreements and Public Company Disclosures -
COVID-19, a disease caused by the novel coronavirus, has now spread to at least 70 countries, including the United States. Our thoughts are...more
3/6/2020
/ Breach of Contract ,
Contract Management ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Emergency Management Plans ,
Filing Deadlines ,
Force Majeure Clause ,
Paid Leave ,
Performance Standards ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Sick Leave ,
Workplace Safety
The U.S. Securities and Exchange Commission has issued guidance on the use of financial metrics and has proposed significant amendments pertaining to Regulation S-K’s financial disclosure provisions?. In addition, SEC...more
2/19/2020
/ Climate Change ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Financial Reporting ,
Financial Statements ,
MD&A Statements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Assessment ,
Risk Management ,
Securities and Exchange Commission (SEC)
Recently, Institutional Shareholder Services (ISS) and Glass Lewis released revisions to their respective proxy voting guidelines for 2020. The ISS and Glass Lewis updates applicable to U.S. companies are discussed separately...more
11/21/2019
/ Audit Committee ,
Board of Directors ,
Corporate Governance ,
Diversity ,
Equity Compensation ,
Equity Plans ,
Executive Compensation ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Say-on-Pay ,
Shareholder Proposals ,
Shareholder Rights