On February 26, 2025, the Commission announced that it has adopted a new omnibus package of proposals designed to “simplify EU rules, boost competitiveness, and unlock additional investment capacity.” Commission President...more
3/3/2025
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
EU ,
European Parliament ,
Proposed Legislation ,
Reporting Requirements ,
Small and Medium-Sized Enterprises (SMEs) ,
Sustainability ,
Sustainable Business Practices ,
Taxonomy
On February 3, 2025, the U.S. District Court for the Central District of California granted a motion to dismiss filed by the California Air Resources Board (CARB), dismissing plaintiffs’ claims that SB 253 (the Climate...more
2/10/2025
/ CARB ,
Carbon Emissions ,
Climate Change ,
Commerce Clause ,
Constitutional Challenges ,
Disclosure Requirements ,
Dismissals ,
Extraterritoriality Rules ,
First Amendment ,
Greenhouse Gas Emissions ,
Regulatory Requirements ,
Supremacy Clause
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
2/10/2025
/ Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Investment Adviser ,
Investment Companies ,
Nasdaq ,
Proxy Season ,
Proxy Voting ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Activism
As in-scope companies prepare to begin publishing climate disclosures in California in 2026 (assuming these laws survive the ongoing litigation), New York State has taken steps to follow California’s lead by introducing two...more
The Securities and Exchange Commission (SEC), as expected, has approved Nasdaq's recent proposal to remove the board diversity rule from its Listing Rules....more
Last week, Nasdaq filed a proposed rules change with the Securities and Exchange Commission to remove the board diversity rule from Nasdaq's Listing Rules....more
1/23/2025
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Nasdaq ,
Proposed Rules ,
Reporting Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Shareholders
In yet another example of the United States' federal pull back on climate change disclosure laws, the Federal Acquisition Regulatory Council on Monday withdrew a proposed rule titled “Disclosure of Greenhouse Gas Emissions...more
1/17/2025
/ CARB ,
Climate Change ,
Disclosure Requirements ,
Environmental Policies ,
Federal Acquisition Regulations (FAR) ,
Federal Contractors ,
Greenhouse Gas Emissions ,
Proposed Rules ,
Regulatory Agenda ,
Suppliers ,
Sustainability
Corporate governance practices vary significantly among public companies. This reflects many factors, including:
..Differences in their stage of development, including the relative importance placed on various business...more
The following new disclosure will be required in companies’ upcoming Forms 10-K (FY 2024) and/or proxy statements...more
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
1/2/2025
/ Benchmarks ,
C-Suite Executives ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Enforcement Actions ,
Institutional Shareholder Services (ISS) ,
Nasdaq ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Transparency ,
Voting Shares
On Monday, the California Air Resources Board (CARB) issued an Information Solicitation to Inform Implementation of California Senate Bills 253 and 261, as amended by SB 219....more
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
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 Tuesday, a California judge denied a motion for summary Judgment to strike down, on First Amendment grounds, California’s climate disclosure laws—at least for now....more
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
Following on the first report in its 2024 ESG Series, Teneo Insights recently published its second report analyzing diversity, equity, and inclusion (DEI) disclosures in 250 sustainability reports published by S&P 500...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
All eyes are on California as we patiently await the outcome of the numerous challenges to the U.S. Securities and Exchange Commission's Climate-Related Disclosure Rules. ...more
8/12/2024
/ CARB ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Governor Newsom ,
Greenhouse Gas Emissions ,
New Legislation ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Statutory Requirements ,
Time Extensions
California Gov. Gavin Newsom is proposing delays to California climate laws SB 253 and SB 261. The first law will require certain companies to report their Scope 1 and 2 greenhouse gas (GHG) emissions beginning in 2026 and...more
On June 4, 2024, the Republican-led House Appropriations Committee released a spending bill that would, among other things, cut funding for financial services agencies, including the United States Securities and Exchange...more