In recent years the demand for information regarding companies’ environmental, social and governance (ESG) activities, risks and opportunities has risen sharply. Shareholders and other stakeholders seek ESG information that...more
1/11/2022
/ Board of Directors ,
Climate Action Plan ,
Corporate Governance ,
Data Collection ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Policies and Procedures ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Shareholders
Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy advisors in the United States, have announced updates and clarifications for their voting guidelines for the 2022 proxy season. Their voting...more
12/10/2021
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proposed Amendments ,
Proxy Advisors ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Special Purpose Acquisition Companies (SPACs)
On November 17, 2021, the U.S. Securities and Exchange Commission adopted rules requiring the use of universal proxy cards in contested director elections as discussed in Release No. 34-93596 (the Adopting Release). Universal...more
11/30/2021
/ Board of Directors ,
Contested Elections ,
Controlling Stockholders ,
Corporate Governance ,
Disclosure ,
New Rules ,
Nominee Directors ,
Proxy Season ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Universal Proxy Cards
Shareholder activism has been a significant phenomenon amongst the largest U.S. public companies, with activists of a variety of stripes waging campaigns on a wide range of issues. As such activism has continued to grow, it...more
11/19/2021
/ Annual Meeting ,
Annual Reports ,
Board of Directors ,
Corporate Governance ,
Life Sciences ,
Proxy Season ,
Proxy Voting ,
Publicly-Traded Companies ,
S&P ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Silicon Valley ,
Stock Ownership ,
Technology Sector
On November 3, 2021, the Staff of the Securities and Exchange Commission’s Division of Corporation Finance issued Staff Legal Bulletin No. 14L (the New SLB), which will make it more difficult for companies to exclude social...more
11/10/2021
/ Board of Directors ,
Corporate Governance ,
Corporate Social Responsibility ,
Micromanagement ,
New Guidance ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Shareholders
On August 6, 2021, the U.S. Securities and Exchange Commission approved new listing rules regarding board diversity and disclosure, described in our prior Client Alert. The new rules will require a Nasdaq-listed company to...more
8/9/2021
/ Board of Directors ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Minorities ,
Nasdaq ,
Proposed Rules ,
Publicly-Traded Companies ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
Fenwick’s gender diversity survey provides unique insight into women’s participation at the most senior levels of technology and life sciences public companies on the Fenwick – Bloomberg Law Silicon Valley 150 List (SV 150)...more
4/1/2021
/ Board of Directors ,
Corporate Governance ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
EDGAR ,
Gender Discrimination ,
Gender Equity ,
Principal Executive Officer ,
Proxy Season ,
Publicly-Traded Companies ,
S&P ,
Securities and Exchange Commission (SEC) ,
Silicon Valley ,
Surveys ,
Woman Board Members
Corporate governance practices vary significantly among public companies. This is a reflection of many factors, including:
• Differences in the stage of development of companies, including the relative importance placed on...more
12/18/2020
/ Board of Directors ,
Capital Markets ,
Compliance ,
Corporate Governance ,
Diversity ,
Enforcement ,
Life Sciences ,
Majority Voting Policies ,
Proxy Season ,
Publicly-Traded Companies ,
S&P ,
Securities and Exchange Commission (SEC) ,
Silicon Valley ,
State and Local Government ,
Stock Ownership ,
Surveys ,
Technology Sector ,
Virtual Meetings ,
Voting Shares
Glass Lewis announced updates to its United States Proxy Voting Policy Guidelines late November 2020. The 2021 Proxy Voting Policy Guidelines include a variety of changes from the 2020 version, including new provisions...more
12/10/2020
/ Board of Directors ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure ,
Diversity ,
Glass Lewis ,
Golden Parachutes ,
Initial Public Offering (IPO) ,
Institutional Shareholder Services (ISS) ,
Investors ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs) ,
State and Local Government ,
Virtual Meetings
Nasdaq has filed a proposal with the U.S. Securities and Exchange Commission to adopt new listing rules regarding board diversity and disclosure. The proposed rules would require a Nasdaq-listed company to have at least two...more
12/10/2020
/ Board of Directors ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Minorities ,
Nasdaq ,
Proposed Rules ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
This comprehensive report covers trends in stockholder voting at annual meetings in the 2020 proxy season among the technology and life sciences companies included in the Fenwick – Bloomberg Law Silicon Valley 150 List (SV...more
Institutional Shareholder Services (ISS) announced benchmark voting policy changes in the United States, increasing expectations for board racial and ethnic diversity, adding director accountability for environmental and...more
McDonald’s Corporation has joined a growing list of companies that have taken action to forfeit unpaid compensation or demand repayment of compensation previously paid to a former CEO, including equity awards or proceeds from...more
ISS Asks Companies for Similar Diversity Disclosures -
California lawmakers have proposed legislation mandating that public companies headquartered in the state appoint board members from underrepresented communities. AB...more
These periodic videocasts discuss key topics that you, your company, board, board committees, and public reporting and compliance teams need to focus on during the current COVID-19 pandemic. The Fenwick team will share best...more
Corporate Governance Trends -
A Comparison of Large Public Companies and Silicon Valley Companies -
As outside legal counsel to a wide range of public companies in the technology and life sciences industries, many of...more
3/5/2020
/ Auditors ,
Board of Directors ,
Corporate Executives ,
Corporate Governance ,
Diversity ,
Life Sciences ,
Proxy Season ,
Publicly-Traded Companies ,
Shareholder Proposals ,
Shareholders ,
Surveys ,
Technology Sector ,
Voting Rights
The death of Oracle CEO Mark Hurd in October has highlighted a longstanding public company dilemma: whether and when to disclose the news that a senior leader has a serious health challenge.
Not only is the topic sensitive...more
Recently, Institutional Shareholder Services (ISS) and Glass Lewis released revisions to their respective proxy voting guidelines for 2020. The ISS and Glass Lewis updates applicable to U.S. companies are discussed separately...more
11/21/2019
/ Audit Committee ,
Board of Directors ,
Corporate Governance ,
Diversity ,
Equity Compensation ,
Equity Plans ,
Executive Compensation ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Say-on-Pay ,
Shareholder Proposals ,
Shareholder Rights
The Fenwick & West Gender Diversity Survey provides unique insight into women’s participation at the most senior levels of public technology and life sciences companies in the Silicon Valley 150 Index (SV 150) and the large...more
4/18/2019
/ Board of Directors ,
CEOs ,
CFOs ,
Corporate Governance ,
Diversity ,
Gender Equity ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
S&P ,
Surveys ,
Woman Board Members
A Comparison of Silicon Valley Public Companies and the Large Public Companies of the S&P 100 -
This comprehensive report covers trends in stockholder voting at annual meetings in the 2018 proxy season among the technology...more
10/15/2018
/ Annual Meeting ,
Audited Financial Statements ,
Auditors ,
Board of Directors ,
Corporate Governance ,
Life Sciences ,
Proxy Season ,
Proxy Voting ,
Publicly-Traded Companies ,
Say-on-Pay ,
Shareholder Proposals ,
Shareholders ,
Technology Sector
Governor Jerry Brown signed a bill into law on Sept. 30 that requires publicly held companies headquartered in California to include women directors on their board of directors. SB 826 requires California-based public...more
10/3/2018
/ Board of Directors ,
Corporate Counsel ,
Corporate Culture ,
Diversity ,
Equal Protection ,
Form 10-K ,
Governor Brown ,
New Legislation ,
Publicly-Traded Companies ,
Secretary of State ,
State Labor Laws ,
Woman Board Members ,
Women's Rights
This companion supplement to the Fenwick survey, “Corporate Governance Practices and Trends: A Comparison of Large Public Companies and Silicon Valley Companies,” covers trends in stockholder voting at annual meetings in the...more
10/31/2017
/ Annual Meeting ,
Board of Directors ,
Corporate Governance ,
Director Nominations ,
Executive Compensation ,
Proxy Season ,
Publicly-Traded Companies ,
S&P ,
Say-on-Pay ,
Shareholder Proposals ,
Silicon Valley ,
Technology Sector
The Fenwick & West Gender Diversity Survey provides unique insight into women’s participation at the most senior levels of public technology and life sciences companies in the Silicon Valley 150 Index (SV 150) and the large...more
3/10/2017
/ Board of Directors ,
CEOs ,
CFOs ,
Corporate Executives ,
Corporate Structures ,
Diversity ,
Life Sciences ,
Proxy Season ,
S&P ,
Silicon Valley ,
Technology Sector
A Comparison of Silicon Valley Public Companies and Other Large Bay Area Public Companies -
This companion supplement to the Fenwick survey, Corporate Governance Practices and Trends: A Comparison of Large Public...more
A Comparison of Large Public Companies and Silicon Valley Companies -
As outside legal counsel to a wide range of public companies in the technology and life sciences industries, many of which are based in Silicon...more
11/11/2016
/ Board of Directors ,
Corporate Governance ,
Diversity ,
Dual Class Share Structures ,
Life Sciences ,
Majority Voting Policies ,
Proxy Season ,
Publicly-Traded Companies ,
Shareholder Proposals ,
Surveys ,
Technology Sector ,
Voting Shares