On August 6, 2021, the U.S. Securities and Exchange Commission approved new listing rules regarding board diversity and disclosure, described in our prior Client Alert. The new rules will require a Nasdaq-listed company to...more
8/9/2021
/ Board of Directors ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Minorities ,
Nasdaq ,
Proposed Rules ,
Publicly-Traded Companies ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
Today, shareholders are increasingly demanding corporate accountability on a variety of issues, ranging from compensation and human capital management to governance and board diversity, among others. As a result, most...more
Gary Gensler, the new chairman of the U.S. Securities and Exchange Commission, released a statement on June 1, 2021, directing SEC staff to consider revisiting its interpretation and guidance from September 2019 regarding the...more
Fenwick’s gender diversity survey provides unique insight into women’s participation at the most senior levels of technology and life sciences public companies on the Fenwick – Bloomberg Law Silicon Valley 150 List (SV 150)...more
4/1/2021
/ Board of Directors ,
Corporate Governance ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
EDGAR ,
Gender Discrimination ,
Gender Equity ,
Principal Executive Officer ,
Proxy Season ,
Publicly-Traded Companies ,
S&P ,
Securities and Exchange Commission (SEC) ,
Silicon Valley ,
Surveys ,
Woman Board Members
Corporate governance practices vary significantly among public companies. This is a reflection of many factors, including:
• Differences in the stage of development of companies, including the relative importance placed on...more
12/18/2020
/ Board of Directors ,
Capital Markets ,
Compliance ,
Corporate Governance ,
Diversity ,
Enforcement ,
Life Sciences ,
Majority Voting Policies ,
Proxy Season ,
Publicly-Traded Companies ,
S&P ,
Securities and Exchange Commission (SEC) ,
Silicon Valley ,
State and Local Government ,
Stock Ownership ,
Surveys ,
Technology Sector ,
Virtual Meetings ,
Voting Shares
On November 17, 2020, the U.S. Securities and Exchange Commission issued a release adopting rule amendments to permit the use of electronic signatures in connection with electronic filings on EDGAR that are required to be...more
Glass Lewis announced updates to its United States Proxy Voting Policy Guidelines late November 2020. The 2021 Proxy Voting Policy Guidelines include a variety of changes from the 2020 version, including new provisions...more
12/10/2020
/ Board of Directors ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure ,
Diversity ,
Glass Lewis ,
Golden Parachutes ,
Initial Public Offering (IPO) ,
Institutional Shareholder Services (ISS) ,
Investors ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs) ,
State and Local Government ,
Virtual Meetings
Nasdaq has filed a proposal with the U.S. Securities and Exchange Commission to adopt new listing rules regarding board diversity and disclosure. The proposed rules would require a Nasdaq-listed company to have at least two...more
12/10/2020
/ Board of Directors ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Minorities ,
Nasdaq ,
Proposed Rules ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
This comprehensive report covers trends in stockholder voting at annual meetings in the 2020 proxy season among the technology and life sciences companies included in the Fenwick – Bloomberg Law Silicon Valley 150 List (SV...more
In April 2020, Fenwick & West, together with two other leading Silicon Valley-based law firms, submitted a formal rule-making petition to the U.S. Securities and Exchange Commission (SEC) requesting that the SEC adopt new...more
Institutional Shareholder Services (ISS) announced benchmark voting policy changes in the United States, increasing expectations for board racial and ethnic diversity, adding director accountability for environmental and...more
In a move that continues California’s push for increased diversity on corporate boards, Governor Gavin Newsom on September 30, 2020 signed into law a bill that requires publicly held companies headquartered in the state to...more
The U.S. Securities and Exchange Commission on September 23 adopted final rules amending the shareholder proposal rules in Rule 14a-8 of the Securities Exchange Act of 1934.
The final rules:
- Require that a shareholder...more
In a first-of-its-kind ruling in California that came down on September 1, 2020, San Mateo County Superior Court Judge Marie Weiner declined jurisdiction over securities claims against Restoration Robotics by holding that the...more
The U.S. Securities and Exchange Commission (SEC) has announced a proposed amendment to the filing requirements for Form 13F, which is expected to decrease the number of institutional investment managers required to report...more
McDonald’s Corporation has joined a growing list of companies that have taken action to forfeit unpaid compensation or demand repayment of compensation previously paid to a former CEO, including equity awards or proceeds from...more
The U.S. Securities and Exchange Commission on July 22, 2020, adopted amendments tightening regulation of proxy voting advice from proxy advisory firms (Release No. 34-89372). The final rule implements additional regulations...more
7/28/2020
/ Conflicts of Interest ,
Disclosure ,
Filing Requirements ,
New Amendments ,
New Guidance ,
Proxy Advisors ,
Proxy Advisory Firms ,
Proxy Solicitations ,
Proxy Voting Guidelines ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC)
ISS Asks Companies for Similar Diversity Disclosures -
California lawmakers have proposed legislation mandating that public companies headquartered in the state appoint board members from underrepresented communities. AB...more
In response to the COVID-19 pandemic, the U.S. Securities and Exchange Commission previously provided guidance on updating the time, date or location of a stockholder meeting and eliminated the federal securities law...more
In this episode, the Fenwick team discusses considerations related to the material non-public information that companies are rapidly developing as the COVID-19 situation evolves, including considerations regarding updating...more
These periodic videocasts discuss key topics that you, your company, board, board committees, and public reporting and compliance teams need to focus on during the current COVID-19 pandemic. The Fenwick team will share best...more
This client alert addresses certain complex issues facing public company compensation committees as companies are adapting to the economic impact of COVID-19. We also point out the restrictions placed on executive...more
Disclosure Guidelines for Public Companies Affected by COVID-19 -
On March 25, 2020, the U.S. Securities and Exchange Commission’s Division of Corporation Finance provided guidance regarding disclosure and other securities...more
The Delaware Supreme Court recently ruled that corporations may require stockholders to litigate claims under the Securities Act of 1933 (Securities Act) in federal court, holding that such forum provisions in corporate...more
3/22/2020
/ Bylaws ,
DE Supreme Court ,
Delaware General Corporation Law ,
Forum Selection ,
Initial Public Offering (IPO) ,
Litigation Strategies ,
Securities Act of 1933 ,
Securities Litigation ,
Shareholder Litigation ,
Trial Attorneys ,
Trial Practice Guidance ,
Venue
In response to developments related to COVID-19, the Securities and Exchange Commission has issued new guidance (available here) to assist public companies, investment companies, shareholders, and other market participants...more
3/17/2020
/ Annual Meeting ,
Bylaws ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
New Guidance ,
Notice Requirements ,
Proxy Statements ,
Publicly-Traded Companies ,
Relief Measures ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Virtual Meetings