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
In September, the U.S. Department of Justice updated its Evaluation of Corporate Compliance Programs (ECCP) guidance, which is the roadmap that Criminal Division prosecutors use to evaluate a company’s compliance program....more
On December 3, the U.S. Securities and Exchange Commission settled charges against biotherapeutics company Kiromic BioPharma, Inc., its former CEO, and its former CFO for failing to disclose material information about...more
Beginning December 18, Schedules 13D and 13G must be filed using an XML-based language.
Filers will have the option of (1) using a fillable web form that converts inputted disclosures into 13D/13G-specific XML or (2)...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
On October 22, 2024, the SEC charged two current reporting companies, Unisys Corp. and Check Point Software Technologies, and two former public companies, Mimecast Limited and Avaya Holdings Corp., with making materially...more
10/31/2024
/ Civil Monetary Penalty ,
Compliance ,
Corporate Counsel ,
Corporate Governance ,
Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Enforcement Actions ,
Form 8-K ,
Internal Controls ,
Misleading Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Security and Privacy Controls
On September 13, the SEC charged Zymergen Inc., a biotechnology company, with misleading IPO investors about the company’s market potential and sales prospects....more
On September 10, the SEC charged Keurig with making inaccurate statements regarding the recyclability of K-Cups.
According to the SEC’s order, in annual reports for fiscal years 2019 and 2020, Keurig stated that its...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
On September 9, the SEC settled charges against seven public companies for violations of the whistleblower protection rule. According to the SEC’s orders, among other things, these companies violated Rule 21F-17(a) by...more
9/27/2024
/ Anti-Retaliation Provisions ,
Employer Liability Issues ,
Employment Contract ,
Employment Policies ,
Enforcement Actions ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Separation Agreement ,
Whistleblower Awards ,
Whistleblower Protection Policies ,
Whistleblowers
The Harvard Business Law Review recently published an article entitled “Insider Trading by Other Means” by an influential research group, which asserts that using the “J” (other) code in a Form 4 is highly correlated with...more
The following new SEC insider trading disclosures will be required in companies’ upcoming Forms 10-K (FY 2024) and/or proxy statements...more
According to research firm Exechange, 74 chief executive officers have been fired or forced out this year, which is the highest number since 2017....more
On August 31, the California Assembly and Senate passed SB 219, which provides for the following notable changes to the climate disclosure laws, among others: Gov. Gavin Newsom has until September 30 to sign or veto SB 219....more
Recently, the Investor Coalition for Equal Votes (ICEV) has been sending letters to private companies requesting a meeting to discuss dual-class voting structures and their impact on corporate governance....more
With the end of the third quarter quickly approaching, companies may want to consider the following for their upcoming Quarterly Reports on Form 10-Q...more
9/17/2024
/ Artificial Intelligence ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Export Controls ,
Financial Statements ,
Form 10-Q ,
Interest Rates ,
Presidential Elections ,
Publicly-Traded Companies ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
Trade Relations
Companies impacted by CrowdStrike’s defective software update should consider the following long-term reporting implications...more
New filing deadlines for Schedule 13G become effective on September 30. In October 2023, the SEC adopted new rules governing beneficial ownership reporting, including accelerating the filing deadlines for Schedule 13G and...more
Nasdaq is asking for the Securities and Exchange Commission's blessing to codify proposed standards of review governing appeals before the Nasdaq Listing and Hearing Review Council (the Listing Council)....more
Effective October 1, the U.S. Securities and Exchange Commission (SEC) will increase the registration fee rate from $147.60 per million dollars to $153.10 per million dollars....more
On August 6, the SEC filed its much-anticipated legal brief in the Eighth Circuit Court of Appeals supporting its controversial Climate Rules and responding to the arguments laid out in petitioners’ consolidated petitions for...more
8/22/2024
/ Administrative Procedure Act ,
Amicus Briefs ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
First Amendment ,
Pending Litigation ,
Publicly-Traded Companies ,
Risk Mitigation ,
Securities and Exchange Commission (SEC) ,
Statutory Authority
The Federal Trade Commission's controversial ban on noncompete agreements is getting competing receptions in federal court.
A Pennsylvania federal district court recently ruled that the FTC acted within its authority in...more
8/19/2024
/ Antitrust Litigation ,
Compliance ,
Employer Liability Issues ,
Employment Contract ,
Federal Bans ,
Federal Trade Commission (FTC) ,
Final Rules ,
Non-Compete Agreements ,
Pending Litigation ,
Restrictive Covenants ,
Stays ,
Unfair Competition
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
Life sciences companies are adding risk factor language in response to the U.S. Supreme Court overturning the Chevron Doctrine. As you may recall, the U.S. Supreme Court recently overturned the Chevron Doctrine....more
8/13/2024
/ Administrative Agencies ,
Administrative Authority ,
Chevron Deference ,
Compliance ,
Disclosure ,
Enforcement ,
Food and Drug Administration (FDA) ,
Government Agencies ,
Life Sciences ,
Risk Factors ,
SCOTUS ,
Securities and Exchange Commission (SEC)
Effective July 31, 2024, large accelerated filers must submit fee data in Inline XBRL format in registration statements, fee bearing proxies and tenders offers, with all other filers phased in beginning July 31, 2025....more