Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
9/20/2024
/ Amended Legislation ,
Artificial Intelligence ,
Chevron Deference ,
China ,
Climate Change ,
Corporate Governance ,
Deadlines ,
Disclosure Requirements ,
Enforcement Actions ,
Export Controls ,
Filing Deadlines ,
Form 10-Q ,
Independent Director ,
Initial Public Offering (IPO) ,
Nasdaq ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
US Trade Policies ,
Whistleblower Protection Policies ,
Whistleblowers
As we previously reported in October 2023, the California legislature adopted three significant climate disclosure laws...more
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains news on...more
8/14/2024
/ Amended Regulation ,
Board of Directors ,
Chevron Deference ,
Climate Change ,
Corporate Governance ,
Delaware General Corporation Law ,
Enforcement Actions ,
Google ,
Governor Newsom ,
Greenhouse Gas Emissions ,
Life Sciences ,
Listing Rules ,
Nasdaq ,
NYSE ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Special Purpose Acquisition Companies (SPACs) ,
Time Extensions ,
Whistleblower Awards ,
Whistleblowers
After a touch-and-go few years, the environment for exits like IPOs and mergers is beginning to show signs of life. And with new green shoots forming, there’s no better time for up-and-coming companies to ensure they're...more
Cyber incidents are among the fastest-growing existential threats to publicly traded companies. More than a technical headache, breaches can materially impact your bottom line—and the mere news of an incident can send stocks...more
2/1/2024
/ Capital Markets ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Data Security ,
Disclosure ,
Disclosure Requirements ,
Form 10-K ,
Form 8-K ,
Investors ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Security Breach
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
10/17/2023
/ Beneficial Owner ,
Compliance ,
Disclosure Requirements ,
Filing Deadlines ,
Investors ,
New Guidance ,
Proposed Amendments ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholders
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
3/10/2023
/ Acquisitions ,
Capital Raising ,
Emerging Growth Companies ,
Environmental Social & Governance (ESG) ,
Initial Public Offering (IPO) ,
Investment ,
Investors ,
Life Sciences ,
Mergers ,
Private Sector ,
Public Offerings ,
Technology ,
Technology Sector
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
12/20/2022
/ 10b5-1 Plans ,
Amended Rules ,
Board of Directors ,
Corporate Counsel ,
Corporate Governance ,
Corporate Officers ,
Directors ,
Disclosure ,
Insider Trading ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation
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
11/1/2022
/ Clawbacks ,
Compliance ,
Enforcement ,
Executive Compensation ,
Financial Statements ,
Form 10-K ,
Incentive Compensation ,
New Rules ,
Regulation S-K ,
Reporting Requirements ,
Restricted Stocks ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Stock Prices ,
Tax Code
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
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
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
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
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
3/30/2022
/ Biden Administration ,
Direct Listing ,
Environmental Social & Governance (ESG) ,
Initial Public Offering (IPO) ,
Investment ,
Investors ,
Life Sciences ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs) ,
Technology
On December 15, 2021, the U.S. Securities and Exchange Commission issued a proposal (the Rule 10b5-1 proposal) that would amend Rule 10b5-1 of the Securities Exchange Act of 1934 (Exchange Act), and require, among other...more
Public market investors have offered a warm welcome to life sciences companies so far in 2021. As Fenwick’s recent H1 2021 Going Public Report shows, the pace has picked up as 2021 progresses, with 31 life sciences IPOs in...more
Technology and life sciences companies went public at an extraordinary rate in the first half of 2021 and they continued to do so via different paths: initial public offerings, de-SPAC mergers and direct listings.
Our...more
With a new U.S. administration, an economic rebound in sight and historically low interest rates that are unlikely to budge in the near-term, equity markets have been on a tear since late 2020. The torrid pace of technology...more
The U.S. Securities and Exchange Commission has issued final rules adopting amendments to certain financial disclosure requirements and to the disclosure required in Management’s Discussion and Analysis (MD&A). We previously...more
The U.S. Securities and Exchange Commission has issued a release adopting amendments (“final rules”) to certain of its rules relating to exemptions from registration under the Securities Act of 1933 (Securities Act). The...more
11/12/2020
/ Crowdfunding ,
Economic Growth ,
Federal Register ,
Final Rules ,
Fixing America’s Surface Transportation Act (FAST Act) ,
General Solicitation ,
Investment ,
JOBS Act ,
Offerings ,
Regulation D ,
Rule 152 ,
Rule 504 ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Testing-the-Waters Communications
The U.S. Securities and Exchange Commission on September 23 adopted final rules amending the shareholder proposal rules in Rule 14a-8 of the Securities Exchange Act of 1934.
The final rules:
- Require that a shareholder...more
On August 26, 2020, the U.S. Securities and Exchange Commission adopted final rules to expand the accredited investor definition and modernize the disclosure requirements under Regulation S-K Items 101 (Business), 103 (Legal...more
8/31/2020
/ Accredited Investors ,
Certifications ,
Disclosure Requirements ,
Final Rules ,
Financial Services Industry ,
Investment Advisers Act of 1940 ,
Investment Company Act of 1940 ,
Private Offerings ,
Qualified Institutional Buyers ,
Regulation D ,
Regulation S-K ,
Risk Factors ,
Rule 144A ,
Rule 501 ,
Rural Business Investment Companies (RBICs) ,
Securities and Exchange Commission (SEC)
Key Metrics for Recent Technology and Life Sciences Initial Public Offerings -
Following a volatile spring 2020 due to the rapid global spread of the novel coronavirus, the capital markets, including IPOs, appear to be...more
8/28/2020
/ Biopharmaceutical ,
Coronavirus/COVID-19 ,
Emerging Growth Companies ,
Initial Public Offering (IPO) ,
Life Sciences ,
Public Offerings ,
Publicly-Traded Companies ,
Special Purpose Acquisition Companies (SPACs) ,
Surveys ,
Technology ,
Technology Sector
The U.S. Securities and Exchange Commission’s Office of the Chief Accountant (OCA) and Division of Corporation Finance (Division) have separately issued statements emphasizing the continued importance of high-quality...more
6/26/2020
/ Coronavirus/COVID-19 ,
Disclosure Requirements ,
Division of Corporate Finance ,
FASB ,
Financial Reporting ,
IASB ,
ICFR ,
New Guidance ,
PCAOB ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
The SEC has issued rules amending the disclosure requirements for providing historical and pro forma financial statements in connection with material acquisitions and dispositions. The final amendments, issued on May 21,...more