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
Corporate Governance Trends -
A Comparison of Large Public Companies and Silicon Valley Companies -
As outside legal counsel to a wide range of public companies in the technology and life sciences industries, many of...more
3/5/2020
/ Auditors ,
Board of Directors ,
Corporate Executives ,
Corporate Governance ,
Diversity ,
Life Sciences ,
Proxy Season ,
Publicly-Traded Companies ,
Shareholder Proposals ,
Shareholders ,
Surveys ,
Technology Sector ,
Voting Rights
In January 2020, Institutional Shareholder Services and the U.S. Securities and Exchange Commission agreed to stay litigation filed by ISS in October challenging the SEC’s interpretation and guidance related to voting...more
2/20/2020
/ Corporate Governance ,
Institutional Shareholder Services (ISS) ,
Interpretive Opinions ,
Motions to Stay Proceedings ,
New Guidance ,
Pending Litigation ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Solicitations ,
Proxy Voting Guidelines ,
Rulemaking Process ,
Securities and Exchange Commission (SEC)
With the 2020 proxy season around the corner, we have prepared a brief review of key corporate governance trends that can inform how you frame your company’s prior-year performance and objectives for the coming year. We focus...more
In 2019, we published analysis to help tech and life sciences companies navigate U.S. tax law changes, an evolving IP landscape and new privacy regulations such as the California Consumer Privacy Act. We also tracked venture...more
1/8/2020
/ ABC Test ,
California Consumer Privacy Act (CCPA) ,
Consumer Privacy Rights ,
Convertible Debt ,
Corporate Governance ,
Data Privacy ,
Debt Financing ,
Direct Listing ,
Diversity ,
Emerging Technology Companies ,
Employer Liability Issues ,
Foreign Tax Credits ,
Hiring & Firing ,
Independent Contractors ,
Intellectual Property Litigation ,
Intellectual Property Protection ,
Internal Revenue Code (IRC) ,
IRS ,
Life Sciences ,
Misclassification ,
New Guidance ,
Pharmaceutical Industry ,
Privacy Laws ,
Proposed Regulation ,
Proxy Season ,
Silicon Valley ,
Startups ,
Tax Credits ,
Tax Cuts and Jobs Act ,
Venture Capital ,
Withholding Tax ,
Woman Board Members
The death of Oracle CEO Mark Hurd in October has highlighted a longstanding public company dilemma: whether and when to disclose the news that a senior leader has a serious health challenge.
Not only is the topic sensitive...more
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
The U.S. Securities and Exchange Commission has proposed amendments to the proxy solicitation rules, directly targeting proxy advisory firms (Release No. 34-87457). Consistent with the updated interpretative guidance the SEC...more
11/19/2019
/ Conflicts of Interest ,
Disclosure Requirements ,
Exemptions ,
Filing Requirements ,
Investment Adviser ,
Proposed Rules ,
Proxy Advisors ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Solicitations ,
Proxy Statements ,
Proxy Voting ,
Proxy Voting Guidelines ,
Public Comment ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings
Possibly signaling the future direction of regulation of proxy advisers, the U.S. Securities and Exchange Commission (SEC) on Aug. 21 issued two sets of interpretive guidance, one regarding proxy advisory firms under the...more
The Fenwick & West Gender Diversity Survey provides unique insight into women’s participation at the most senior levels of public technology and life sciences companies in the Silicon Valley 150 Index (SV 150) and the large...more
4/18/2019
/ Board of Directors ,
CEOs ,
CFOs ,
Corporate Governance ,
Diversity ,
Gender Equity ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
S&P ,
Surveys ,
Woman Board Members
A Comparison of Silicon Valley Public Companies and the Large Public Companies of the S&P 100 -
This comprehensive report covers trends in stockholder voting at annual meetings in the 2018 proxy season among the technology...more
10/15/2018
/ Annual Meeting ,
Audited Financial Statements ,
Auditors ,
Board of Directors ,
Corporate Governance ,
Life Sciences ,
Proxy Season ,
Proxy Voting ,
Publicly-Traded Companies ,
Say-on-Pay ,
Shareholder Proposals ,
Shareholders ,
Technology Sector
Governor Jerry Brown signed a bill into law on Sept. 30 that requires publicly held companies headquartered in California to include women directors on their board of directors. SB 826 requires California-based public...more
10/3/2018
/ Board of Directors ,
Corporate Counsel ,
Corporate Culture ,
Diversity ,
Equal Protection ,
Form 10-K ,
Governor Brown ,
New Legislation ,
Publicly-Traded Companies ,
Secretary of State ,
State Labor Laws ,
Woman Board Members ,
Women's Rights
This companion supplement to the Fenwick survey, “Corporate Governance Practices and Trends: A Comparison of Large Public Companies and Silicon Valley Companies,” covers trends in stockholder voting at annual meetings in the...more
10/31/2017
/ Annual Meeting ,
Board of Directors ,
Corporate Governance ,
Director Nominations ,
Executive Compensation ,
Proxy Season ,
Publicly-Traded Companies ,
S&P ,
Say-on-Pay ,
Shareholder Proposals ,
Silicon Valley ,
Technology Sector
The Fenwick & West Gender Diversity Survey provides unique insight into women’s participation at the most senior levels of public technology and life sciences companies in the Silicon Valley 150 Index (SV 150) and the large...more
3/10/2017
/ Board of Directors ,
CEOs ,
CFOs ,
Corporate Executives ,
Corporate Structures ,
Diversity ,
Life Sciences ,
Proxy Season ,
S&P ,
Silicon Valley ,
Technology Sector
A Comparison of Silicon Valley Public Companies and Other Large Bay Area Public Companies -
This companion supplement to the Fenwick survey, Corporate Governance Practices and Trends: A Comparison of Large Public...more
A Comparison of Large Public Companies and Silicon Valley Companies -
As outside legal counsel to a wide range of public companies in the technology and life sciences industries, many of which are based in Silicon...more
11/11/2016
/ Board of Directors ,
Corporate Governance ,
Diversity ,
Dual Class Share Structures ,
Life Sciences ,
Majority Voting Policies ,
Proxy Season ,
Publicly-Traded Companies ,
Shareholder Proposals ,
Surveys ,
Technology Sector ,
Voting Shares
Shareholder activism has been a significant phenomenon amongst the largest U.S. public companies, with activists of a variety of stripes waging campaigns on a wide range of issues. As such activism has continued to grow, it...more
A Comparison of Large Public Companies and Silicon Valley Companies -
As outside legal counsel to a wide range of public companies in the technology and life sciences industries, many of which are based in Silicon...more
This summary has been updated to reflect the amendment to the Nasdaq Proposed Rules now referenced in the third paragraph of the Overview below.
Overview -
On June 20, 2012, the Securities and Exchange Commission...more
Corporate Governance and Practices Trends:
A Comparison of Large Public Companies and Silicon Valley Companies
Introduction -
As counsel to a wide range of public companies in the high technology and life science...more