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
On Monday, the California Air Resources Board (CARB) issued an Information Solicitation to Inform Implementation of California Senate Bills 253 and 261, as amended by SB 219....more
On December 17, the U.S. Securities and Exchange Commission announced it settled charges against fashion retailer Express, Inc. for failing to disclose $979,269 worth of perquisites and personal benefits provided to its...more
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
As both public and private companies “doing business” in California with annual revenues above $1 billion prepare to comply with SB 253, CARB last week issued an important enforcement notice stating that it has elected to...more
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 October 10, 2023, the U.S. Securities and Exchange Commission adopted new rules (the Amendments) that amend Regulation 13D-G under the Securities Exchange Act of 1934 (the Exchange Act), which provide companies, and the...more
10/17/2023
/ Beneficial Owner ,
Compliance ,
Disclosure Requirements ,
Filing Deadlines ,
Investors ,
New Guidance ,
Proposed Amendments ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholders
After 2022’s challenging capital markets environment, leaders in the technology and life sciences industries have set their sights on 2023 and beyond—evaluating the private fundraising market, looking for ways to extend their...more
3/10/2023
/ Acquisitions ,
Capital Raising ,
Emerging Growth Companies ,
Environmental Social & Governance (ESG) ,
Initial Public Offering (IPO) ,
Investment ,
Investors ,
Life Sciences ,
Mergers ,
Private Sector ,
Public Offerings ,
Technology ,
Technology Sector
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 October 26, 2022, the Securities and Exchange Commission (SEC) adopted rules directing the national securities exchanges to create listing standards requiring listed companies to develop and implement policies that...more
11/1/2022
/ Clawbacks ,
Compliance ,
Enforcement ,
Executive Compensation ,
Financial Statements ,
Form 10-K ,
Incentive Compensation ,
New Rules ,
Regulation S-K ,
Reporting Requirements ,
Restricted Stocks ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Stock Prices ,
Tax Code
1. What is the Pay Versus Performance Rule?
See our Fenwick alert for a high-level overview of the Pay Versus Performance (PvP) Rule. See also the SEC fact sheet and adopting release. Briefly, the PvP Rule adds a new Item...more