What is non-GAAP?
In light of the recent market volatility, public companies should keep in mind the upcoming annual re-evaluation of their filer status, as a change may have ramifications for both the timing and content for the following...more
The new registration statement guidance will make capital raises by non-WKSI companies filing on Form S-3 easier, as they can proceed with offerings during periods before their proxy statements are finalized – a privilege...more
Although not new, eligibility to use Forms S-3 and S-8 and Rule 144 depend on compliance with SEC electronic filing rules. ...more
With calendar year 2024 completed, US public companies with a December 31 fiscal year-end will be working to prepare their annual reports on Form 10-K for filing with the US Securities and Exchange Commission (SEC). Companies...more
Welcome to the latest edition of Fenwick’s Securities Law Update....more
In connection with the upcoming Form 10-K/proxy season, public companies with a fiscal year ending on December 31 will be required, for the first time, to publicly file their insider trading policies as exhibits to their...more
As summer turns into fall and in-house lawyers start thinking ahead to the upcoming 10-K filing season, we’re often asked to review and update the description of securities exhibit(s) required to be filed with Form 10-K by...more
On May 3, 2023, the US Securities and Exchange Commission (the SEC) released final rules requiring enhanced disclosure relating to issuers' repurchases of their securities and executives’ trading thereof (the Repurchase...more
On April 6, 2020, the Securities and Exchange Commission (SEC) issued two Compliance and Disclosure Interpretations (C&DIs) that clarify and address regulatory relief (COVID-19 Order) for certain Exchange Act filings. C&DI...more
With annual reports on Form 10-K publicly filed and first quarter earnings releases getting underway, proxy season – the annual practice of filing and distributing proxy statements, reserving meeting venues and courting...more
The 2019 novel coronavirus (COVID-19) pandemic and responses to this crisis, including actions taken by federal, state and local governments, have had an impact on the operations of virtually every business and business...more
The Securities and Exchange Commission is providing temporary regulatory relief due to the novel coronavirus outbreak....more
The Securities and Exchange Commission (SEC) recently published a press release that reminds public companies of several important disclosure obligations that they should consider in light of the potential impacts of...more
On March 4, 2020, the Securities and Exchange Commission (SEC) announced that the deadlines for filing certain Exchange Act reports with the SEC, including annual reports on Form 10-K and quarterly reports on Form 10-Q, have...more
Exchange Act Reports - On March 4, 2020, the Securities and Exchange Commission announced conditional regulatory relief to public companies impacted by coronavirus (COVID-19) granting them extra time to file or furnish...more
When finalizing proxy materials for annual shareholder meetings, companies should consider the following U.S. Securities and Exchange Commission (SEC) rules and related guidance, as well as stock exchange listing standards...more
As discussed in earlier blog posts, as a result of various FAST Act mandated changes to Regulation S-K, which were adopted by the Securities and Exchange Commission and became effective in May 2019, a registrant may omit a...more
In March 2019, the Securities and Exchange Commission adopted final rules amending Regulation S-K and related rules and forms to modernize and simplify disclosure requirements for registrants. These amendments follow from the...more
On March 20, 2019, the SEC voted to adopt amendments to modernize and simplify disclosure requirements for public companies, investment advisers, and investment companies. The amended rules, which are based on amendments...more
When finalizing proxy materials for annual shareholder meetings, companies should consider the following U.S. Securities and Exchange Commission (SEC) rules and related SEC staff guidance, as well as stock exchange listing...more