Last week, the Securities and Exchange Commission (SEC) launched a new statistics and data visualization page that includes statistics and interactive graphics on key elements of the capital markets, based on the following...more
8/18/2025
/ Capital Markets ,
Disclosure Requirements ,
Financial Markets ,
Financial Services Industry ,
Initial Public Offering (IPO) ,
Investors ,
Portal ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
On Wednesday, August 13, 2025, the U.S. District Court for the Central District of California issued an order denying plaintiffs’ motion for a preliminary injunction to enjoin California’s Climate Corporate Data...more
8/15/2025
/ Amended Legislation ,
CARB ,
Climate Change ,
Constitutional Challenges ,
Disclosure Requirements ,
First Amendment ,
Greenhouse Gas Emissions ,
Legal History ,
Preliminary Injunctions ,
Reporting Requirements ,
Supremacy Clause
The California Air Resources Board (CARB) announced last week that it will hold its second virtual public workshop to support the development of California’s Corporate Greenhouse Gas Reporting Program, established by Senate...more
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
8/6/2025
/ Bylaws ,
CDIs ,
Climate Change ,
Corporate Governance ,
Digital Assets ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Exchange-Traded Products ,
Federal Funding ,
Form 10-Q ,
Forum Selection ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
MD&A Statements ,
Proxy Advisors ,
Regulatory Requirements ,
Reporting Requirements ,
Risk Factors ,
Schedule 13D ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stablecoins ,
Tariffs ,
US Trade Policies
Glass, Lewis & Co. (Glass Lewis) filed a complaint in the U.S. District Court for the Western District of Texas on July 24, 2025, seeking to end SB 2337, which was recently signed into law in June and will become effective...more
7/29/2025
/ Constitutional Challenges ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
First Amendment ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Investment Advisers Act of 1940 ,
New Legislation ,
Pending Litigation ,
Proxy Advisors ,
Regulatory Requirements ,
Securities Regulation ,
Shareholders
The Conference Board recently reported that the number of Russell 3000 companies issuing sustainability reports in the first half of 2025 fell 52% compared to the first half of 2024. ...more
7/29/2025
/ Asia Pacific ,
Corporate Governance ,
Corporate Social Responsibility ,
Corporate Sustainability Reporting Directive (CSRD) ,
Disclosure Requirements ,
Environmental Policies ,
Environmental Social & Governance (ESG) ,
EU ,
Investors ,
Privately Held Corporations ,
Publicly-Traded Companies ,
Reporting Requirements ,
Stock Exchange ,
Sustainability
Texas has enacted significant legislation in the past few months designed to attract more corporations to its state and challenge Delaware’s dominance as the preferred state for incorporation. We are now seeing the first...more
7/28/2025
/ Amended Legislation ,
Constitutional Challenges ,
Corporate Governance ,
Corporations Code ,
Derivative Suit ,
Dormant Commerce Clause ,
Employee Retirement Income Security Act (ERISA) ,
First Amendment ,
Glass Lewis ,
New Legislation ,
Pending Litigation ,
Proxy Advisors ,
Shareholder Litigation ,
Shareholders ,
State of Incorporation
The Securities and Exchange Commission’s (SEC) controversial climate disclosure rules have been essentially dead since last March, when the SEC voted to end its defense of the rules. ...more
7/25/2025
/ Appeals ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Litigation ,
Environmental Social & Governance (ESG) ,
Judicial Review ,
Pending Litigation ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Statutory Authority
On July 21, 2025, the California Supreme Court issued an opinion in EpicentRx, Inc. v. Superior Court of San Diego County, overturning the lower courts’ decision to decline enforcement of a forum selection clause requiring...more
Companies doing business in Texas and California should be aware of the following state law developments, which could affect them....more
7/21/2025
/ CARB ,
Carbon Emissions ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
New Legislation ,
Publicly-Traded Companies ,
Reporting Requirements ,
Shareholders
The SEC is reportedly in discussions with Nasdaq and NYSE about ways to ease the burden of becoming—and remaining—a public company....more
On July 1, the SEC’s Division of Corporation Finance (Corp Fin) issued a statement regarding Crypto Asset Exchange-Traded Products (crypto asset ETPs).
Crypto asset ETPs are investment products that are listed and traded...more
7/16/2025
/ Cryptocurrency ,
Derivatives ,
Digital Assets ,
Disclosure Requirements ,
Exchange-Traded Products ,
Financial Markets ,
Investment ,
Investment Funds ,
Policy Statement ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On July 9, 2025, the California Air Resources Board (CARB) released a set of Frequently Asked Questions regarding California’s Climate Corporate Data Accountability Act (SB 253) and the Climate-Related Financial Risk Act (SB...more
On July 11, the SEC’s Division of Corporation Finance amended 18 Compliance and Disclosure Interpretations relating to Regulation 13D-G, which pertains to beneficial ownership reporting rules.
These amendments bring the...more
Keep in mind the following risk factor and MD&A considerations for upcoming Form 10-Q filings...more
7/15/2025
/ Corporate Governance ,
Disclosure Requirements ,
Foreign Currency ,
Form 10-Q ,
International Trade ,
MD&A Statements ,
Publicly-Traded Companies ,
Risk Management ,
Tariffs ,
Tax Policy ,
Tax Reform ,
Trade Relations ,
US Trade Policies
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
7/8/2025
/ Corporate Governance ,
Cryptoassets ,
Currency Exchange ,
Disclosure Requirements ,
Exchange-Traded Products ,
Executive Compensation ,
Foreign Currency ,
Form 10-Q ,
Nasdaq ,
Regulatory Requirements ,
Reporting Requirements ,
Rule 14a-8 ,
Securities ,
Securities Regulation ,
State Securities Regulators ,
Tariffs ,
US Trade Policies
Petition for Rulemaking with Respect to Cybersecurity Incident Disclosure -
A group of financial services industry trade associations submitted a joint petition for rulemaking requesting that the SEC amend the...more
6/20/2025
/ Bitcoin ,
Crowdfunding ,
Cryptocurrency ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Financial Services Industry ,
Foreign Private Issuers ,
Nasdaq ,
Petition for Rulemaking ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation A ,
Securities and Exchange Commission (SEC) ,
Trade Associations
Some issuers will be subject to higher FINRA fee caps beginning July 1, 2025.
Section 7 of Schedule A to the FINRA By-Laws sets forth the fees associated with filing documents pursuant to the Corporate Financing Rule....more
On June 12, 2025, the SEC announced its withdrawal of previously proposed amendments to Rule 14a-8. ...more
The SEC’s Division of Corporation Finance recently issued a statement on Certain Protocol Staking Activities, essentially articulating the Division’s view that “Protocol Staking Activities,” do not involve the offer and sale...more
6/16/2025
/ Blockchain ,
Cryptocurrency ,
Digital Assets ,
FinTech ,
Registration Requirement ,
Securities ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Securities Tokens
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
6/13/2025
/ Corporate Governance ,
Disclosure Requirements ,
Fee Caps ,
Financial Industry Regulatory Authority (FINRA) ,
Form 10-Q ,
MD&A Statements ,
Regulatory Requirements ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Exchange ,
Tariffs
New York has failed to adopt climate reporting requirements in the 2025 legislative session, according to Forbes. ...more
The Delaware Supreme Court has agreed to accept questions certified to the court relating to the constitutionality of Senate Bill 21 (SB 21), which was signed into law back in March 2025. ...more
6/12/2025
/ Amended Legislation ,
Constitutional Challenges ,
Corporate Governance ,
DE Supreme Court ,
Delaware General Corporation Law ,
Fiduciary Duty ,
Judicial Authority ,
New Legislation ,
Related Parties ,
Safe Harbors ,
Shareholder Litigation ,
Shareholder Rights ,
State Constitutions ,
State of Incorporation ,
Statutory Interpretation
Nevada advanced its quest to challenge Delaware as the go-to state for incorporation on May 30, 2025, when Gov. Joe Lombardo signed significant amendments to the Nevada Revised Statutes that govern corporations there....more
6/5/2025
/ Articles of Incorporation ,
Business Entities ,
Corporate Governance ,
Corporations Code ,
Delaware General Corporation Law ,
General Corporation Law ,
Incorporation ,
New Legislation ,
Proposed Amendments ,
Regulatory Reform ,
Shareholders ,
State of Incorporation
On May 29, 2025, The California Air Resources Board (CARB) held a virtual workshop to “support the development of California’s Corporate Greenhouse Gas Reporting Program” reflected in the Climate Corporate Data Accountability...more