Broadly considered, stockholder activism has been a significant phenomenon among the largest U.S. public companies, with activists of a variety of stripes waging campaigns on a wide range of issues including in the form of...more
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
While all eyes are on proposed federal and European climate disclosure rules, the California legislature passed two climate-related bills that overlap somewhat with the Securities and Exchange Commission (SEC)’s proposed...more
9/15/2023
/ California ,
Climate Change ,
Compliance ,
Corporate Governance ,
Corporate Social Responsibility ,
Covered Business ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Filing Requirements ,
General Assembly ,
Governor Newsom ,
Greenhouse Gas Emissions ,
Noncompliance ,
Penalties ,
Pending Legislation ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
State and Local Government ,
State Legislatures
As we have noted in our previous report, environmental, social and governance (ESG) issues have garnered significant attention from a variety of stakeholders, resulting in increased reporting by many companies. While much of...more
8/22/2023
/ Acquisitions ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Investors ,
Mergers ,
New Legislation ,
New Regulations ,
Popular ,
Proposed Legislation ,
Proposed Regulation ,
Publicly-Traded Companies ,
Reporting Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Shareholders
On July 26, the U.S. Securities and Exchange Commission adopted rules to enhance and standardize public company disclosure of cybersecurity incidents, risk management, strategy and governance.
In particular, the rules,...more
8/1/2023
/ Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Final Rules ,
Form 10-K ,
Form 8-K ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
On May 3, 2023, the U.S. Securities and Exchange Commission adopted amendments (the share repurchase amendments) to its rules regarding disclosure of securities repurchase programs (also known as share buybacks) by companies...more
The intense focus on board diversity from a variety of stakeholders over the last several years has spurred many companies to examine the composition of their boards and to take action to diversify their boardrooms. While the...more
4/11/2023
/ Board of Directors ,
Corporate Governance ,
Department of Labor (DOL) ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
EEO-1 ,
Ethnicity ,
Gender Discrimination ,
Large Corporate Filers ,
Legislative Agendas ,
Nasdaq ,
NYSE ,
Proposed Regulation ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Silicon Valley ,
State Legislatures ,
Woman Board Members
Environmental, social and governance (ESG) concerns and how companies respond to them continue to generate scrutiny from a large number of stakeholders. Last year, in our ESG in Silicon Valley: A Look at the ESG Disclosure...more
4/5/2023
/ Business Strategies ,
Corporate Governance ,
Disclosure ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Investors ,
Life Sciences ,
Popular ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Silicon Valley ,
Technology ,
Voluntary Disclosure
Fenwick has surveyed the corporate governance practices of the companies included in the Standard & Poor’s 100 Index (S&P 100) and the technology and life sciences companies included in the Fenwick – Bloomberg Law Silicon...more
1/20/2023
/ Audits ,
Board of Directors ,
Compensation ,
Corporate Governance ,
Diversity and Inclusion Standards (D&I) ,
Executive Compensation ,
Fees ,
Majority Voting Policies ,
Publicly-Traded Companies ,
Stocks ,
Woman Board Members
Since the start of the Biden administration in January 2021, there has been an increased focus on combatting climate change, including regulatory actions and initiatives to increase disclosure by corporations regarding their...more
12/23/2022
/ Biden Administration ,
Climate Action Plan ,
Climate Change ,
Contractors ,
Corporate Counsel ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Federal Acquisition Regulations (FAR) ,
Federal Contractors ,
Greenhouse Gas Emissions ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC)
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
Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy advisors in the United States, have announced updates and clarifications for their voting guidelines for the 2023 proxy season. Their voting...more
12/6/2022
/ Board of Directors ,
Climate Change ,
Cybersecurity ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Overboarding ,
Proxy Advisors ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Voting Rights
This comprehensive report includes five-year trend data, covering the 2018-2022 proxy seasons, for annual meeting participation, director elections, say-on-pay and other proposals among the technology and life sciences...more
11/22/2022
/ Broker-Dealer ,
Capital Markets ,
Controlling Stockholders ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Proxy Proposals ,
Proxy Season ,
Proxy Voting ,
Publicly-Traded Companies ,
S&P ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Surveys
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
Corporate boardroom diversity has increased significantly over the last few years, and the interest in and demand for gender and racial/ethnic diversity on boards of directors remain high. Lack of corporate board diversity...more
6/3/2022
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Environmental Social & Governance (ESG) ,
Gender Equity ,
Institutional Shareholder Services (ISS) ,
Nasdaq ,
Policies and Procedures ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC)
On April 1, 2022, the Superior Court of California, County of Los Angeles granted the plaintiffs’ motion for summary judgment in a case challenging the legality of AB 979 under the California Constitution...more
4/5/2022
/ Board of Directors ,
Business Litigation ,
Constitutional Challenges ,
Corporate Counsel ,
Disclosure ,
Diversity and Inclusion Standards (D&I) ,
Governor Newsom ,
Institutional Shareholder Services (ISS) ,
LGBTQ ,
Motion for Summary Judgment ,
Municipalities ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
State and Local Government ,
State Constitutions
The U.S. Securities and Exchange Commission has proposed rules and amendments that would require SEC reporting companies and companies filing registration statements to provide certain climate-related information in their...more
3/28/2022
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Financial Statements ,
Greenhouse Gas Emissions ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Risk Management ,
Securities and Exchange Commission (SEC)
The U.S. Securities and Exchange Commission has proposed rules and amendments to enhance and standardize the reporting on cybersecurity risk management, strategy, governance and incidents disclosed by public companies....more
3/11/2022
/ Capital Markets ,
Comment Period ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Privacy Laws ,
Proposed Rules ,
Publicly-Traded Companies ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC)
Throughout the last few years, investors, proxy advisors, governance professionals and a number of stakeholders have expressed a keen interest in how companies are managing their environmental, social and governance (ESG)...more
3/7/2022
/ Capital Markets ,
Corporate Counsel ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Investors ,
Proxy Advisors ,
Public Disclosure ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Reporting Requirements ,
Shareholders ,
Silicon Valley ,
Technology Sector
On February 25, 2022, the U.S. Securities and Exchange Commission issued a proposal—Short Position and Short Activity Reporting by Institutional Investment Managers (the Proposal)—that would require certain institutional...more
3/4/2022
/ Broker-Dealer ,
Consolidated Audit Trail ,
Disclosure Requirements ,
Investment Adviser ,
Proposed Amendments ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulation SHO ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Stocks
On February 10, 2022, the U.S. Securities and Exchange Commission issued a proposal (Proposed rules: Modernization of Beneficial Ownership Reporting) that would amend Regulation 13D-G under the Securities Exchange Act of 1934...more
2/17/2022
/ Amended Regulation ,
Beneficial Owner ,
Broker-Dealer ,
Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
Filing Deadlines ,
Investment Adviser ,
Investors ,
Proposed Rules ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders
Fenwick has surveyed the corporate governance practices of the companies included in the Standard & Poor’s 100 Index (S&P 100) and the technology and life sciences companies included in the Fenwick – Bloomberg Law Silicon...more
1/13/2022
/ Board of Directors ,
Corporate Governance ,
Diversity ,
Ethnicity ,
Gender Equity ,
Investors ,
LGBTQ ,
Proxy Season ,
Publicly-Traded Companies ,
S&P ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
In recent years the demand for information regarding companies’ environmental, social and governance (ESG) activities, risks and opportunities has risen sharply. Shareholders and other stakeholders seek ESG information that...more
1/11/2022
/ Board of Directors ,
Climate Action Plan ,
Corporate Governance ,
Data Collection ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Policies and Procedures ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Shareholders
Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy advisors in the United States, have announced updates and clarifications for their voting guidelines for the 2022 proxy season. Their voting...more
12/10/2021
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proposed Amendments ,
Proxy Advisors ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Special Purpose Acquisition Companies (SPACs)
On November 17, 2021, the U.S. Securities and Exchange Commission adopted rules requiring the use of universal proxy cards in contested director elections as discussed in Release No. 34-93596 (the Adopting Release). Universal...more
11/30/2021
/ Board of Directors ,
Contested Elections ,
Controlling Stockholders ,
Corporate Governance ,
Disclosure ,
New Rules ,
Nominee Directors ,
Proxy Season ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Universal Proxy Cards