Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
This memorandum summarizes key U.S. Securities and Exchange Commission (“SEC”) and stock exchange regulatory filing deadlines, new disclosure requirements and general tips and guidance for both U.S. domestic issuers and for...more
During periods of market turmoil and declining stock prices, companies may be tempted or pressured to delist and deregister their shares. This process is often referred to as “going dark.” Given the poor performance of...more
With the Labor Day holiday now in the rear view mirror, we wanted to remind companies whose shares are listed on the NYSE/Nasdaq stock exchanges that the deadline for implementing a so-called “Clawback Policy” is fast...more
On June 9, 2023, the Securities and Exchange Commission (SEC) approved, on an accelerated basis, the New York Stock Exchange’s (NYSE) and Nasdaq Stock Market’s (Nasdaq) proposed listing standards implementing the SEC’s...more
As discussed in our recent blog post, the SEC recently adopted final executive officer incentive compensation clawback rules (the “Clawback Rules”) pursuant to the requirements of the Dodd-Frank Act. The Clawback Rules,...more
On October 26, 2022, the Securities and Exchange Commission adopted the clawback rules required by Section 10D of the Securities Exchange Act of 1934, which was added over a dozen years ago by the Dodd-Frank Act. Stock...more
SEC Proposes Rule Amendments Requiring Climate-Related Disclosures; Southern District of New York Dismisses Securities Fraud Claims Against U.S. Stock Exchanges for Lack of Standing; Southern District of New York Dismisses...more
Companies based in China have long sought to list their shares for trading on U.S. markets. The reason is clear - the U.S. markets are deep, liquid and the envy of the world....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
Skadden’s Executive Compensation and Benefits Group is pleased to provide you with its 2020 Compensation Committee Handbook. This edition reflects updates in applicable law and practices, including developments in director...more
The SEC has approved Nasdaq’s proposed Rule 5250(b)(3) regarding disclosure of so called golden leash arrangements. The Rule requires each listed company to publicly disclose the material terms of all agreements or...more
The Securities and Exchange Commission (SEC) recently proposed another long-awaited set of rules to implement the clawback policy required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). ...more
On July 1, 2015, the Securities and Exchange Commission (the SEC) proposed new rules that would mandate U.S. stock exchanges to establish and enforce standards requiring listed companies to adopt compensation recovery...more
On July 1, the Securities and Exchange Commission proposed for public comment a new rule and rule amendments to implement provisions of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. In...more