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
11/19/2021
/ Annual Meeting ,
Annual Reports ,
Board of Directors ,
Corporate Governance ,
Life Sciences ,
Proxy Season ,
Proxy Voting ,
Publicly-Traded Companies ,
S&P ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Silicon Valley ,
Stock Ownership ,
Technology Sector
On November 3, 2021, the Staff of the Securities and Exchange Commission’s Division of Corporation Finance issued Staff Legal Bulletin No. 14L (the New SLB), which will make it more difficult for companies to exclude social...more
11/10/2021
/ Board of Directors ,
Corporate Governance ,
Corporate Social Responsibility ,
Micromanagement ,
New Guidance ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Shareholders
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
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
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 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
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
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 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
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
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
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
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 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