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
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
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
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
Technology and life sciences companies went public at an extraordinary rate in the first half of 2021 and they continued to do so via different paths: initial public offerings, de-SPAC mergers and direct listings.
Our...more
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
In our prior article on the latest and greatest in direct listings, we noted that we were expecting that Nasdaq would follow the NYSE’s lead to allow for capital raising concurrently with a direct listing. On May 19, 2021,...more
5/27/2021
/ Capital Markets ,
Capital Raising ,
Direct Listing ,
Initial Public Offering (IPO) ,
Listing Standards ,
Nasdaq ,
Proposed Rules ,
Publicly-Traded Companies ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The rise of special purpose acquisition companies (SPACs) as a popular alternative structure for taking a company public in the past year has caused increased regulatory scrutiny surrounding the SPAC structure. On May 24,...more
5/24/2021
/ Acquisitions ,
Due Diligence ,
Financial Adviser ,
Mergers ,
Proposed Legislation ,
Publicly-Traded Companies ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Litigation ,
Special Purpose Acquisition Companies (SPACs)
With a new U.S. administration, an economic rebound in sight and historically low interest rates that are unlikely to budge in the near-term, equity markets have been on a tear since late 2020. The torrid pace of technology...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
A recent Fenwick survey found that the length of IPO lock-up agreements for technology companies continues to predominantly be 180 days but that lock-ups are now increasingly subject to early release provisions in connection...more
9/1/2020
/ Blackout Rules ,
Board of Directors ,
Corporate Officers ,
Direct Listing ,
Employees ,
Initial Public Offering (IPO) ,
Investors ,
Lock-Up Agreement ,
Performance Standards ,
Publicly-Traded Companies ,
Special Purpose Acquisition Companies (SPACs) ,
Surveys ,
Technology Sector ,
Venture Capital
Key Metrics for Recent Technology and Life Sciences Initial Public Offerings -
Following a volatile spring 2020 due to the rapid global spread of the novel coronavirus, the capital markets, including IPOs, appear to be...more
8/28/2020
/ Biopharmaceutical ,
Coronavirus/COVID-19 ,
Emerging Growth Companies ,
Initial Public Offering (IPO) ,
Life Sciences ,
Public Offerings ,
Publicly-Traded Companies ,
Special Purpose Acquisition Companies (SPACs) ,
Surveys ,
Technology ,
Technology Sector
The U.S. Securities and Exchange Commission’s Office of the Chief Accountant (OCA) and Division of Corporation Finance (Division) have separately issued statements emphasizing the continued importance of high-quality...more
6/26/2020
/ Coronavirus/COVID-19 ,
Disclosure Requirements ,
Division of Corporate Finance ,
FASB ,
Financial Reporting ,
IASB ,
ICFR ,
New Guidance ,
PCAOB ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
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
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
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
The U.S. Securities and Exchange Commission has issued guidance on the use of financial metrics and has proposed significant amendments pertaining to Regulation S-K’s financial disclosure provisions?. In addition, SEC...more
2/19/2020
/ Climate Change ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Financial Reporting ,
Financial Statements ,
MD&A Statements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Assessment ,
Risk Management ,
Securities and Exchange Commission (SEC)
Direct Listings: The What, The Why and Common Misconceptions -
Spotify did it. Slack did it. Many other late-stage private technology companies are reported to be seriously considering doing it. Should yours? In this...more
12/6/2019
/ Best Practices ,
Board of Directors ,
Capital Raising ,
Corporate Governance ,
Direct Listing ,
Emerging Technology Companies ,
Initial Public Offering (IPO) ,
Investment Banks ,
Investment Funds ,
Investors ,
Publicly-Traded Companies ,
Shareholders ,
Venture Capital
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
On March 20, 2019, the Securities and Exchange Commission (SEC) adopted amendments to existing rules to modernize and simplify its disclosure obligations. The most significant changes relate to the new streamlined process for...more
4/4/2019
/ Confidential Information ,
Disclosure Requirements ,
EDGAR ,
Emerging Growth Companies ,
Final Rules ,
Form 10-K ,
MD&A Statements ,
New Rules ,
Personally Identifiable Information ,
Publicly-Traded Companies ,
Redaction ,
Regulation S-K ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
In an effort to provide greater transparency to stockholders regarding employee and director incentives, the U.S. Securities and Exchange Commission (SEC) has adopted a final rule implementing a provision of the Dodd-Frank...more
1/4/2019
/ CD&A ,
Consumer Protection Act ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
Hedging ,
Policies and Procedures ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)