On March 14, 2025, a three-judge panel of the U.S. Court of Appeals for the Fourth Circuit lifted a lower court’s preliminary injunction blocking key provisions of President Donald Trump’s executive orders aimed at ending...more
Welcome to the latest edition of the Fenwick Securities Law Update. This issue contains updates and important reminders on...more
3/19/2025
/ Artificial Intelligence ,
CDIs ,
Corporate Governance ,
Delaware General Corporation Law ,
Diversity and Inclusion Standards (D&I) ,
EU ,
Form 10-K ,
Guidance Update ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals
On March 13, 2025, the Delaware Senate unanimously approved proposed amendments to the Delaware General Corporation Law, which would, among other things, provide a new safe harbor for “interested” transactions involving...more
The intense focus on diversity, equity, and inclusion (DEI) following executive orders from President Donald Trump earlier this year are shifting the balance of pro- and anti-DEI proposals compared to the full 2024 proxy...more
As we previously reported, on February 3, 2025, a federal judge in Baltimore issued a preliminary injunction blocking key provisions of President Donald Trump’s executive orders aimed at ending programs supporting diversity,...more
Following the decision that validated The Trade Desk’s reincorporation from Delaware to Nevada back in November 2024, the judge overseeing the challenged reincorporation of Tesla from Delaware to Texas has ruled that Tesla’s...more
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 National Association of Diversity Officers in Higher Education, the American Association of University Professors, Restaurant Opportunities Centers United, and the Mayor and City Council of Baltimore...more
2/27/2025
/ Constitutional Challenges ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Executive Orders ,
False Claims Act (FCA) ,
Fifth Amendment ,
First Amendment ,
Free Speech ,
Preliminary Injunctions ,
Separation of Powers ,
Trump Administration
On February 17, 2025, Senate Bill No. 21 was introduced in the Delaware State Senate to amend the Delaware General Corporation Law (DGCL)....more
2/24/2025
/ Acquisitions ,
Board of Directors ,
Business Entities ,
Complex Corporate Transactions ,
Controlling Stockholders ,
Corporate Governance ,
Delaware General Corporation Law ,
Directors ,
Fiduciary Duty ,
Interested Parties ,
Mergers ,
Proposed Amendments ,
Proposed Legislation ,
Safe Harbors ,
Shareholder Rights ,
Shareholders
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
This case stems from the proposed reincorporations of Tripadvisor, Inc. and Liberty TripAdvisor Holdings, Inc. from Delaware to Nevada, which were first presented to the corporations’ respective stockholders for approval in...more
2/7/2025
/ Appeals ,
Board of Directors ,
Corporate Governance ,
Corporate Misconduct ,
Corporate Restructuring ,
DE Supreme Court ,
Delaware ,
Enforcement Actions ,
Entire Fairness Standard ,
Fiduciary Duty ,
Securities Litigation ,
Shareholder Approval ,
Shareholders ,
TripAdvisor
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
On January 10, 2025, the U.S. District Court for the Northern District of Texas found that American Airlines and its employee benefit committee (EBC) breached their fiduciary duty of loyalty under the Employee Retirement...more
1/20/2025
/ 401k ,
American Airlines ,
BlackRock ,
Class Action ,
Duty of Loyalty ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Environmental Social & Governance (ESG) ,
Fiduciary Duty ,
Investment Management ,
Popular ,
Retirement Plan
Stanford Business recently posted an interesting article describing the results of a three-year study conducted to analyze American retail investors' attitudes toward environmental, social, and governance (ESG) issues....more
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
On Monday, the U.S. Supreme Court announced that it will not hear an appeal from certain major oil and gas companies to dismiss a lawsuit by the city of Honolulu seeking to hold the companies responsible for the impacts of...more
1/16/2025
/ Biden Administration ,
Climate Change ,
Environmental Litigation ,
False Advertising ,
Fossil Fuel ,
Greenwashing ,
Litigation Strategies ,
Oil & Gas ,
Petition for Writ of Certiorari ,
SCOTUS ,
State and Local Government
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
ESG Dive posted an interesting article yesterday on trends to watch in 2025. With the upcoming change in presidential administrations, some are predicting a course reversal on ESG; however, as this article notes, although we...more
1/13/2025
/ Artificial Intelligence ,
Clean Energy ,
Climate Change ,
Environmental Social & Governance (ESG) ,
Investment ,
Investors ,
Net Zero ,
Popular ,
Renewable Energy ,
Reporting Requirements ,
Sustainability
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
In December 2024, BlackRock released its updated U.S. proxy voting guidelines for benchmark policies. The changes will become effective as of January 2025. ...more
12/27/2024
/ BlackRock ,
Board of Directors ,
Corporate Governance ,
Directors ,
Equity Compensation ,
Executive Compensation ,
Guidance Update ,
Proxy Voting Guidelines ,
Stock Options ,
Sustainable Business Practices ,
Task Force on Climate-related Financial Disclosures (TCFD) ,
Voting Rights
In a 6-1 ruling yesterday, Montana’s Supreme Court upheld a landmark decision finding that a 2011 state law making it illegal to consider environmental impacts (including greenhouse gas emissions) when issuing permits for...more