Not to be outdone by Delaware and Texas, the Nevada Senate voted unanimously on May 21, 2025, to adopt Assembly Bill No. 239 (AB 239), which provides for significant amendments to the Nevada Revised Statutes (NRS) governing...more
5/29/2025
/ Acquisitions ,
Amended Legislation ,
Board of Directors ,
Constitutional Amendment ,
Controlling Stockholders ,
Corporate Governance ,
Corporations Code ,
Fiduciary Duty ,
Mergers ,
Proposed Amendments ,
Shareholders ,
State Constitutions ,
State of Incorporation
On May 19, 2025, the U.S. Department of Justice (DOJ) announced a new unit, the Civil Rights Fraud Initiative, which will utilize the False Claims Act (FCA) to investigate and, as appropriate, pursue claims against any...more
On May 19, 2025, Texas Gov. Greg Abbott signed Senate Bill No. 1057 (SB 1057) into law....more
5/21/2025
/ Business Entities ,
Commerce Clause ,
Constitutional Challenges ,
Corporate Governance ,
Corporations Code ,
Governor Abbott ,
Internal Affairs Doctrine ,
New Legislation ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities Exchange Act of 1934 ,
Shareholder Proposals ,
Shareholders
On May 14, 2025, Texas Gov. Greg Abbott signed the much-anticipated Senate Bill No. 29 (SB 29) into law....more
The U.S. Department of Commerce’s Bureau of Economic Analysis (BEA) administers a survey every five years to collect information from U.S. persons that hold, directly or indirectly, at least 10% of the voting interest in a...more
Delaware has long been the jurisdiction of choice for corporations, but certain recent controversial judicial decisions have resulted in a number of high-profile companies reincorporating (or considering reincorporation) into...more
The New York Stock Exchange (Exchange) has recently adopted two rule changes, one to reduce fees for the initial period of a company’s listing on the Exchange and another to formally expand the universe of holders that will...more
On March 25, Delaware adopted significant amendments to §§ 144 and 220 of the Delaware General Corporation Law which aim to provide greater clarity and predictability to corporate fiduciaries in light of certain recent...more
On April 10, the SEC staff articulated how existing disclosure requirements under the federal securities laws apply to offerings and registrations involving crypto assets....more
The SEC recently approved Nasdaq’s proposed changes to the initial listing requirements related to liquidity. Nasdaq proposed to change Listing Rules 5405 and 5505 to...more
On April 25, the SEC staff added two new Compliance and Disclosure Interpretations (CDIs), revised 20 CDIs and withdrew three CDIs related to 10b5-1 plans. The SEC staff largely revised the CDIs to conform to the 2022 Rule...more
5/5/2025
/ 10b5-1 Plans ,
CD&I ,
Clawbacks ,
Disclosure Requirements ,
Executive Compensation ,
Form 10-K ,
Insider Trading ,
Regulation S-K ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs)
As companies prepare their Form 10-Q disclosures, it's worth bearing in mind a number of special considerations amid the current economic and political environment....more
5/2/2025
/ Artificial Intelligence ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Economic Downturn ,
Environmental Social & Governance (ESG) ,
Financial Markets ,
Form 10-Q ,
International Trade ,
Recessions ,
Risk Assessment ,
Risk Management ,
Supply Chain ,
Tariffs ,
Trump Administration ,
US Trade Policies
On April 24, 2025, the U.S. Court of Appeals for the Eighth Circuit ordered that the litigation challenging the validity of the Securities and Exchange Commission's (SEC) climate disclosure rule be “held in abeyance pending...more
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
5/1/2025
/ C&DIs ,
Corporate Governance ,
Cryptocurrency ,
Delaware General Corporation Law ,
Disclosure Requirements ,
Form 10-Q ,
MD&A Statements ,
Nasdaq ,
Proxy Statements ,
Regulatory Agenda ,
Regulatory Requirements ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
The California Air Resources Board (CARB) has announced that it will hold a virtual public workshop to “support the development of California’s Corporate Greenhouse Gas Reporting Program,” as reflected in The Climate...more
5/1/2025
/ CARB ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Greenhouse Gas Emissions ,
New Legislation ,
Regulatory Requirements ,
Reporting Requirements ,
Risk Assessment ,
Rulemaking Process ,
State and Local Government
The U.S. Securities and Exchange Commission has approved the registration of the first U.S. “green” stock exchange—Green Impact Exchange (GIX)—with trading to begin in 2026....more
On Tuesday, April 15, 2025, Judge Matthew Kennelly of the U.S. District Court for the Northern District of Illinois granted a motion for preliminary injunction barring the U.S. Department of Labor from enforcing the...more
4/17/2025
/ Appeals ,
Constitutional Challenges ,
Corporate Counsel ,
Department of Labor (DOL) ,
Diversity and Inclusion Standards (D&I) ,
Employment Discrimination ,
Executive Orders ,
Federal Contractors ,
Federal Funding ,
First Amendment ,
Preliminary Injunctions
On April 8, 2025, President Donald Trump issued an executive order “aimed at securing America’s energy dominance by removing unlawful and burdensome state-level impediments to domestic energy production.”...more
4/10/2025
/ Climate Change ,
Constitutional Challenges ,
Energy Policy ,
Energy Sector ,
Environmental Justice ,
Environmental Policies ,
Executive Orders ,
Greenhouse Gas Emissions ,
Preemption ,
State and Local Government ,
Trump Administration
Acting SEC Chair Mark T. Uyeda outlined potential regulatory changes to make IPOs more attractive and to scale public company disclosures at the Florida Bar’s 41st Annual Federal Securities Institute and M&A Conference. ...more
On March 25, 2025, Delaware Gov. Matt Meyer signed into law significant amendments to §§ 144 and 220 the Delaware General Corporation Law (DGCL)....more
On March 27, 2025, the Securities and Exchange Commission voted to end its defense of the climate disclosure rules it adopted last year that would have required publicly traded companies disclose climate-related risks and...more
Some proxy advisors and institutional investors have made changes to their diversity policies and mandates, including the following ...more
3/31/2025
/ BlackRock ,
Board of Directors ,
Corporate Governance ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Glass Lewis ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Proxy Advisors ,
Proxy Voting ,
Shareholders ,
State Street ,
Vanguard
The SEC published updated Compliance and Disclosure Interpretations on the filing of Schedules 13D and 13G/Shareholder Engagement....more
3/28/2025
/ Asset Management ,
CDIs ,
Corporate Governance ,
Disclosure Requirements ,
Institutional Investors ,
Investment Management ,
Reporting Requirements ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Shareholders
The SEC rescinded Staff Legal Bulletin No. 14L and issued updated guidance on the exclusion of shareholder proposals under Rule 14a-8 and certain other aspects of Rule 14a-8....more
The Securities and Exchange Commission has expanded the confidential filing options, including...more