Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
11/6/2025
/ Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Employee Retirement Income Security Act (ERISA) ,
Environmental Social & Governance (ESG) ,
Exxon Mobil ,
Form 10-Q ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Registration Statement ,
Regulatory Requirements ,
Reporting Requirements ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Exchange
Shareholder activism is widespread among the largest U.S. public companies, with diverse activists pursuing campaigns on issues ranging from governance to policy through shareholder proposals and strategic voting. As...more
11/6/2025
/ Annual Meeting ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Proxy Season ,
Proxy Voting ,
Publicly-Traded Companies ,
Say-on-Pay ,
Shareholder Activism ,
Shareholder Proposals ,
Silicon Valley ,
Technology Sector
In recent prepared remarks, U.S. Securities and Exchange Commission (SEC) Chair Paul S. Atkins laid out his priorities for the SEC, including efforts to make operating as a public company attractive to more businesses....more
The SEC will allow initial public offerings (IPOs) and other transactions that typically rely on the incorporation of pricing information into the registration statement using Rule 430A to become effective during the ongoing...more
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
10/8/2025
/ CARB ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Form 10-Q ,
Government Shutdown ,
MD&A Statements ,
New Guidance ,
Proposed Rules ,
Proxy Proposals ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Requirements ,
Reporting Requirements ,
Risk Factors ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Stock Exchange ,
Tariffs ,
US Trade Policies
The SEC has indicated its support for moving to a semiannual reporting schedule. While no formal rule change has been adopted, SEC Chair Paul Atkins has publicly stated that the SEC will propose a rule change to implement the...more
The fast-paced world of emerging technologies brings unprecedented opportunities alongside equally unprecedented risks. For companies operating in artificial intelligence, cryptocurrency, biotechnology and defense sectors,...more
9/23/2025
/ Artificial Intelligence ,
Biotechnology ,
Business Strategies ,
Crisis Management ,
Cryptocurrency ,
Cybersecurity ,
Defense Sector ,
Life Sciences ,
Regulatory Requirements ,
Risk Management ,
Strategic Planning ,
Technology Sector
On September 17, 2025, the SEC issued a long-awaited policy statement “to inform the public that the presence of a provision requiring arbitration of investor claims arising under the Federal securities laws will not impact...more
9/23/2025
/ Corporate Governance ,
Disclosure Requirements ,
Federal Arbitration Act ,
Initial Public Offering (IPO) ,
Mandatory Arbitration Clauses ,
Policy Statement ,
Registration Statement ,
Regulatory Requirements ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
9/8/2025
/ CARB ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Financial Services Industry ,
Form 10-Q ,
MD&A Statements ,
Nasdaq ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Reporting Requirements ,
Rulemaking Process ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
8/6/2025
/ Bylaws ,
CDIs ,
Climate Change ,
Corporate Governance ,
Digital Assets ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Exchange-Traded Products ,
Federal Funding ,
Form 10-Q ,
Forum Selection ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
MD&A Statements ,
Proxy Advisors ,
Regulatory Requirements ,
Reporting Requirements ,
Risk Factors ,
Schedule 13D ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stablecoins ,
Tariffs ,
US Trade Policies
Texas has enacted significant legislation in the past few months designed to attract more corporations to its state and challenge Delaware’s dominance as the preferred state for incorporation. We are now seeing the first...more
7/28/2025
/ Amended Legislation ,
Constitutional Challenges ,
Corporate Governance ,
Corporations Code ,
Derivative Suit ,
Dormant Commerce Clause ,
Employee Retirement Income Security Act (ERISA) ,
First Amendment ,
Glass Lewis ,
New Legislation ,
Pending Litigation ,
Proxy Advisors ,
Shareholder Litigation ,
Shareholders ,
State of Incorporation
On July 21, 2025, the California Supreme Court issued an opinion in EpicentRx, Inc. v. Superior Court of San Diego County, overturning the lower courts’ decision to decline enforcement of a forum selection clause requiring...more
Companies doing business in Texas and California should be aware of the following state law developments, which could affect them....more
7/21/2025
/ CARB ,
Carbon Emissions ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
New Legislation ,
Publicly-Traded Companies ,
Reporting Requirements ,
Shareholders
The SEC is reportedly in discussions with Nasdaq and NYSE about ways to ease the burden of becoming—and remaining—a public company....more
On July 1, the SEC’s Division of Corporation Finance (Corp Fin) issued a statement regarding Crypto Asset Exchange-Traded Products (crypto asset ETPs).
Crypto asset ETPs are investment products that are listed and traded...more
7/16/2025
/ Cryptocurrency ,
Derivatives ,
Digital Assets ,
Disclosure Requirements ,
Exchange-Traded Products ,
Financial Markets ,
Investment ,
Investment Funds ,
Policy Statement ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On July 11, the SEC’s Division of Corporation Finance amended 18 Compliance and Disclosure Interpretations relating to Regulation 13D-G, which pertains to beneficial ownership reporting rules.
These amendments bring the...more
Keep in mind the following risk factor and MD&A considerations for upcoming Form 10-Q filings...more
7/15/2025
/ Corporate Governance ,
Disclosure Requirements ,
Foreign Currency ,
Form 10-Q ,
International Trade ,
MD&A Statements ,
Publicly-Traded Companies ,
Risk Management ,
Tariffs ,
Tax Policy ,
Tax Reform ,
Trade Relations ,
US Trade Policies
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
7/8/2025
/ Corporate Governance ,
Cryptoassets ,
Currency Exchange ,
Disclosure Requirements ,
Exchange-Traded Products ,
Executive Compensation ,
Foreign Currency ,
Form 10-Q ,
Nasdaq ,
Regulatory Requirements ,
Reporting Requirements ,
Rule 14a-8 ,
Securities ,
Securities Regulation ,
State Securities Regulators ,
Tariffs ,
US Trade Policies
In separate high-profile actions brought by authors against Anthropic and Meta, two California federal judges ruled that the reproduction of copyright-protected books to train large language models (LLMs) was fair use that...more
7/2/2025
/ Appeals ,
Artificial Intelligence ,
Authors ,
Copyright ,
Copyright Infringement ,
Copyright Litigation ,
Corporate Counsel ,
Dilution ,
Facebook ,
Fair Use ,
First Impression ,
Machine Learning ,
Summary Judgment ,
Transformative Use
Petition for Rulemaking with Respect to Cybersecurity Incident Disclosure -
A group of financial services industry trade associations submitted a joint petition for rulemaking requesting that the SEC amend the...more
6/20/2025
/ Bitcoin ,
Crowdfunding ,
Cryptocurrency ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Financial Services Industry ,
Foreign Private Issuers ,
Nasdaq ,
Petition for Rulemaking ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation A ,
Securities and Exchange Commission (SEC) ,
Trade Associations
Some issuers will be subject to higher FINRA fee caps beginning July 1, 2025.
Section 7 of Schedule A to the FINRA By-Laws sets forth the fees associated with filing documents pursuant to the Corporate Financing Rule....more
On June 12, 2025, the SEC announced its withdrawal of previously proposed amendments to Rule 14a-8. ...more
The SEC’s Division of Corporation Finance recently issued a statement on Certain Protocol Staking Activities, essentially articulating the Division’s view that “Protocol Staking Activities,” do not involve the offer and sale...more
6/16/2025
/ Blockchain ,
Cryptocurrency ,
Digital Assets ,
FinTech ,
Registration Requirement ,
Securities ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Securities Tokens
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
6/13/2025
/ Corporate Governance ,
Disclosure Requirements ,
Fee Caps ,
Financial Industry Regulatory Authority (FINRA) ,
Form 10-Q ,
MD&A Statements ,
Regulatory Requirements ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Exchange ,
Tariffs
Nevada advanced its quest to challenge Delaware as the go-to state for incorporation on May 30, 2025, when Gov. Joe Lombardo signed significant amendments to the Nevada Revised Statutes that govern corporations there....more
6/5/2025
/ Articles of Incorporation ,
Business Entities ,
Corporate Governance ,
Corporations Code ,
Delaware General Corporation Law ,
General Corporation Law ,
Incorporation ,
New Legislation ,
Proposed Amendments ,
Regulatory Reform ,
Shareholders ,
State of Incorporation