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California Legislature Approves Amendments to Climate Disclosure Laws

As we previously reported in October 2023, the California legislature adopted three significant climate disclosure laws...more

SEC Files Brief in Support of Climate Disclosure Rules

On August 6, the SEC filed its much-anticipated legal brief in the Eighth Circuit Court of Appeals supporting its controversial Climate Rules and responding to the arguments laid out in petitioners’ consolidated petitions for...more

The SEC Adopts Final Climate-Related Disclosure Rules

On March 6, 2024, the SEC adopted final rules (Final Rules) requiring extensive climate-related disclosures in companies’ annual reports and registration statements. The new rules are set forth in Release No. 33-11275. The...more

Delaware Chancery Court Orders Recission of Elon Musk Moonshot Grant in Important Case on Transactions with Potential Corporate...

Background on Moonshot Award Practices - In the years leading up to the slowdown in the IPO markets in late 2021, it had become increasingly common for high-growth technology companies to grant large equity incentive...more

FASB Issues Significant Update on Accounting for Crypto Assets

The Financial Accounting Standards Board (FASB) has issued a new accounting standard to improve the accounting for and disclosure of certain crypto assets. The new standard marks a significant change in how companies...more

SEC’s Crypto Accounting Bulletin Determined Procedurally Deficient

On October 31, 2023, the U.S. Government Accountability Office (GAO) published a formal decision concluding that the Securities and Exchange Commission (SEC) failed to follow prescribed Congressional Review Act (CRA)...more

SEC Adopts Rules for Shorter Deadlines and More Transparency in Share Ownership Reporting

On October 10, 2023, the U.S. Securities and Exchange Commission adopted new rules (the Amendments) that amend Regulation 13D-G under the Securities Exchange Act of 1934 (the Exchange Act), which provide companies, and the...more

SEC Adopts New Cybersecurity Disclosure Rules

On July 26, the U.S. Securities and Exchange Commission adopted rules to enhance and standardize public company disclosure of cybersecurity incidents, risk management, strategy and governance. In particular, the rules,...more

Will a Recent U.S. Supreme Court Decision Encourage More Companies to Go Public Through a Direct Listing? Implications of Slack...

On June 1, 2023, the U.S. Supreme Court (the Supreme Court) issued a much-anticipated decision in the case captioned Slack Technologies, LLC, fka Slack Technologies, Inc. (Slack), et al. v. Pirani (the Slack Decision), which...more

SEC Amends Rules for Disclosure of Share Buybacks

On May 3, 2023, the U.S. Securities and Exchange Commission adopted amendments (the share repurchase amendments) to its rules regarding disclosure of securities repurchase programs (also known as share buybacks) by companies...more

Navigating Uncertain Times: IPO Insights for Late-Stage Technology and Life Sciences Companies - 2023

After 2022’s challenging capital markets environment, leaders in the technology and life sciences industries have set their sights on 2023 and beyond—evaluating the private fundraising market, looking for ways to extend their...more

SEC Adopts Rule Amendments to Provide Enhanced Disclosure of Rule 10b5-1 Plans and Insider Trading

On December 14, 2022, the U.S. Securities and Exchange Commission adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) and new disclosure requirements designed to enhance investor...more

SEC Adopts ‘Clawback’ Rules for Executive Compensation

On October 26, 2022, the Securities and Exchange Commission (SEC) adopted rules directing the national securities exchanges to create listing standards requiring listed companies to develop and implement policies that...more

The SEC's New Pay Versus Performance Rule: FAQ

1. What is the Pay Versus Performance Rule? See our Fenwick alert for a high-level overview of the Pay Versus Performance (PvP) Rule. See also the SEC fact sheet and adopting release. Briefly, the PvP Rule adds a new Item...more

Late-Stage GC Insights: Navigating the Road to an IPO

Fenwick corporate partner Ran Ben-Tzur recently led a small group discussion, “How can GCs identify, prepare for, and respond to pitfalls on the road to IPO?” at TechGC’s IPO Conference held in San Francisco. Below are some...more

SEC Adopts Rules Regarding Pay Versus Performance

On August 25, 2022, the U.S. Securities and Exchange Commission adopted rules that require public companies to disclose the relationship between compensation “actually paid” to their executives and their financial...more

SEC Announces Final Rules Regarding Proxy Voting Advice and Proposed Rules Regarding Shareholder Proposals

On June 13, 2022, the U.S. Securities and Exchange Commission (1) adopted amendments (the “Amendments”) to the proxy rules related to proxy advisory firms and (2) released proposed rules (“Proposed Rules”) regarding the...more

SEC Approves New Rules That Expand Electronic Filing Requirements

On June 2, 2022, the U.S. Securities and Exchange Commission adopted rule and form amendments (the “Amendments”) that mandate the electronic filing or submissions of certain documents on its Electronic Data Gathering,...more

Going Public Report: IPOs, SPACs and Direct Listings Facing Headwinds in 2022 After Record Year - 2021 Milestones and 2022 Outlook

Following a record-breaking year for IPOs and other going-public transactions in 2021, the beginning of 2022 has presented a challenging environment. That’s largely a result of volatile market conditions due to the ongoing...more

SEC Issues Guidance on Accounting for Safeguarding Crypto Assets

In light of an increasing number of companies that give platform users the ability to transact in crypto assets and provide a service to safeguard such assets, the staff of the Securities and Exchange Commission issued Staff...more

Going Public Report: IPO's SPACs and Direct Listings Facing Headwinds in 2022 After Record Year - 2021 Milestones and 2022 Outlook

Following a record-breaking year for IPOs and other going-public transactions, the beginning of 2022 has presented a challenging environment. That’s largely a result of volatile market conditions due to the ongoing conflict...more

SEC Proposes New Rules to Enhance Reporting of Cybersecurity Issues

The U.S. Securities and Exchange Commission has proposed rules and amendments to enhance and standardize the reporting on cybersecurity risk management, strategy, governance and incidents disclosed by public companies....more

SEC Proposes Rules for Shorter Deadlines and More Transparency in Share Ownership Reporting

On February 10, 2022, the U.S. Securities and Exchange Commission issued a proposal (Proposed rules: Modernization of Beneficial Ownership Reporting) that would amend Regulation 13D-G under the Securities Exchange Act of 1934...more

SEC Approves Nasdaq Rule Change Allowing Direct Listings with a Capital Raise (Update)

[Editor's Note (1/25/22): This article includes an update regarding the amended rule proposal Nasdaq filed with the SEC in January 2022.] [Editor's Note (6/1/21): This article includes an update regarding a proposed rule...more

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