On March 6, 2024, the SEC adopted final rules (Final Rules) requiring extensive climate-related disclosures in companies’ annual reports and registration statements. The new rules are set forth in Release No. 33-11275. The...more
3/19/2024
/ Annual Reports ,
Climate Action Plan ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Emerging Growth Companies ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Greenhouse Gas Emissions ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Background on Moonshot Award Practices -
In the years leading up to the slowdown in the IPO markets in late 2021, it had become increasingly common for high-growth technology companies to grant large equity incentive...more
The Financial Accounting Standards Board (FASB) has issued a new accounting standard to improve the accounting for and disclosure of certain crypto assets.
The new standard marks a significant change in how companies...more
On October 31, 2023, the U.S. Government Accountability Office (GAO) published a formal decision concluding that the Securities and Exchange Commission (SEC) failed to follow prescribed Congressional Review Act (CRA)...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
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 June 1, 2023, the U.S. Supreme Court (the Supreme Court) issued a much-anticipated decision in the case captioned Slack Technologies, LLC, fka Slack Technologies, Inc. (Slack), et al. v. Pirani (the Slack Decision), which...more
6/12/2023
/ Corporate Governance ,
Direct Listing ,
Emerging Technology Companies ,
Publicly-Traded Companies ,
SCOTUS ,
Section 11 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Slack ,
Slack Technologies Inc v Pirani ,
Stock Prices
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
After 2022’s challenging capital markets environment, leaders in the technology and life sciences industries have set their sights on 2023 and beyond—evaluating the private fundraising market, looking for ways to extend their...more
3/10/2023
/ Acquisitions ,
Capital Raising ,
Emerging Growth Companies ,
Environmental Social & Governance (ESG) ,
Initial Public Offering (IPO) ,
Investment ,
Investors ,
Life Sciences ,
Mergers ,
Private Sector ,
Public Offerings ,
Technology ,
Technology Sector
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
On October 26, 2022, the Securities and Exchange Commission (SEC) adopted rules directing the national securities exchanges to create listing standards requiring listed companies to develop and implement policies that...more
11/1/2022
/ Clawbacks ,
Compliance ,
Enforcement ,
Executive Compensation ,
Financial Statements ,
Form 10-K ,
Incentive Compensation ,
New Rules ,
Regulation S-K ,
Reporting Requirements ,
Restricted Stocks ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Stock Prices ,
Tax Code
1. What is the Pay Versus Performance Rule?
See our Fenwick alert for a high-level overview of the Pay Versus Performance (PvP) Rule. See also the SEC fact sheet and adopting release. Briefly, the PvP Rule adds a new Item...more
Fenwick corporate partner Ran Ben-Tzur recently led a small group discussion, “How can GCs identify, prepare for, and respond to pitfalls on the road to IPO?” at TechGC’s IPO Conference held in San Francisco. Below are some...more
10/5/2022
/ Capital Markets ,
Corporate Governance ,
Early Stage Companies ,
Emerging Growth Companies ,
Emerging Technology Companies ,
Financial Reporting ,
Financial Statements ,
Initial Public Offering (IPO) ,
Internal Controls ,
PCAOB ,
Shareholders
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
On June 13, 2022, the U.S. Securities and Exchange Commission (1) adopted amendments (the “Amendments”) to the proxy rules related to proxy advisory firms and (2) released proposed rules (“Proposed Rules”) regarding the...more
On June 2, 2022, the U.S. Securities and Exchange Commission adopted rule and form amendments (the “Amendments”) that mandate the electronic filing or submissions of certain documents on its Electronic Data Gathering,...more
Following a record-breaking year for IPOs and other going-public transactions in 2021, the beginning of 2022 has presented a challenging environment. That’s largely a result of volatile market conditions due to the ongoing...more
In light of an increasing number of companies that give platform users the ability to transact in crypto assets and provide a service to safeguard such assets, the staff of the Securities and Exchange Commission issued Staff...more
Following a record-breaking year for IPOs and other going-public transactions, the beginning of 2022 has presented a challenging environment. That’s largely a result of volatile market conditions due to the ongoing conflict...more
3/30/2022
/ Biden Administration ,
Direct Listing ,
Environmental Social & Governance (ESG) ,
Initial Public Offering (IPO) ,
Investment ,
Investors ,
Life Sciences ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs) ,
Technology
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)
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
[Editor's Note (1/25/22): This article includes an update regarding the amended rule proposal Nasdaq filed with the SEC in January 2022.]
[Editor's Note (6/1/21): This article includes an update regarding a proposed rule...more
On December 15, 2021, the U.S. Securities and Exchange Commission issued a proposal (the Rule 10b5-1 proposal) that would amend Rule 10b5-1 of the Securities Exchange Act of 1934 (Exchange Act), and require, among other...more
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 October 13, 2021, the U.S. Securities and Exchange Commission adopted final rules that amend several fee-bearing forms, schedules, statements and related rules to modernize filing fee disclosure and payment methods for...more