In a recent enforcement action, the SEC concluded that the relationship between James Craigie and an officer of Church & Dwight Co. fatally undermined Craigie’s status as an “independent director” of the company under New...more
Welcome to the latest edition of Fenwick’s Securities Law Update....more
SEC adopts EDGAR Next - As outlined in this October 22 Cooley alert, the Securities and Exchange Commission (SEC) adopted final rules implementing EDGAR Next on September 27, 2024, which will change the way constituents...more
Recently, the SEC announced settled charges against a former chairman/CEO and director of Church & Dwight Co. Inc., for violating proxy disclosure rules by standing for election as an independent director without informing...more
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
Nasdaq has proposed to modify some of its corporate governance rules—specifically Rules 5605, 5615 and 5810—to modify the phase-in schedules for the independent director and committee requirements in connection with IPOs,...more
Being stuck between the choice of either disappointing investors or facing potential personal liability is the very definition of being caught between a rock and a hard place. Tax liability insurance can take you to a more...more
Directors must cope with constantly shifting challenges. To help boards navigate these, Skadden launched The Informed Board, a periodic collection of concise articles that provide broad insights about key issues directors...more
Takeaways - Independence is neither a fixed condition nor a universal status for all purposes. Events and relationships can disqualify an otherwise independent director from participating in decisions.. No matter how pure a...more
In our November 2, 2021 blog post, we highlighted a number of considerations for the 2022 proxy season. Based on recent developments, the following are some additional items...more
As we head into a new proxy season, this SEC order involving settled charges against Leaf Group Ltd. might be a good case to keep in mind. In this case, the SEC charged that Leaf did not adequately identify and analyze—and...more
On August 19, 2021, the New York Stock Exchange (NYSE) filed an immediately effective rule change (Rule Proposal) restoring a transaction value and materiality threshold for related party transactions that require independent...more
Under the proposal issued April 21, the SEC would substantially revise the regulation of fund valuation for the first time in 50 years and rescind much of the current guidance. ...more
Wall Street apparently got together and decided that Monday was the day to start paying attention to the coronavirus for real. In the form of a massive selloff that left the Dow off more than 1000 points for its worst finish...more
On November 7, 2019, the SEC’s Office of Compliance Inspections and Examinations (OCIE) published a Risk Alert highlighting the most often cited deficiencies and weaknesses observed in recent examinations of registered...more
The Nasdaq Stock Market (“Nasdaq”) filed with the SEC a proposed rule change on June 12, 2019 that would clean up the wording of its 2002 revisions to Rule 5605 addressing standards for independent directors. The proposed...more
The SEC’s settlement with Tesla and Elon Musk teaches us some important corporate governance lessons on monitoring and vetting executive use of social media. As background, on August 7, 2018, the markets were surprised by...more
On September 27, 2018, the United States Securities and Exchange Commission (“SEC”) charged Elon Musk, the Chairman and CEO of Tesla, Inc., a publically-traded California-based technology company that specializes in electric...more
New Rules, Proposed Rules, Guidance and Alerts - SEC STAFF GUIDANCE AND ALERTS - SEC Staff Issues No-Action Letters to Facilitate Cross-Border Compliance with the Research “Unbundling” Provisions of the European...more
Proskauer’s Global Capital Markets Group has released its fourth annual IPO Study, a comprehensive analysis of U.S.-listed initial public offerings that priced in 2016, including an identification of IPO trends over a...more
While no one knows for sure what the future holds for investment management regulation, the tea leaves indicate that we may expect a slowdown on new regulations, some pullback on parts of the Dodd-Frank Wall Street Reform and...more
Regulatory Developments - DOL Issues Final Fiduciary Rule - On April 6, the Department of Labor (DOL) unveiled its pre-publication final version of the long-awaited fiduciary rule (the Final Rule). Some of the more...more
In a recent speech, SEC Chair Mary Jo White discussed the current role of mutual fund directors and what the SEC expects of them going forward. The Role of Independent Directors in Assessing Risk - In remarks at the...more
On September 22, the Securities and Exchange Commission proposed a comprehensive package of rule reforms designed to enhance effective liquidity risk management by open-end funds, including mutual funds and exchange-traded...more