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
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
8/22/2024
/ Administrative Procedure Act ,
Amicus Briefs ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
First Amendment ,
Pending Litigation ,
Publicly-Traded Companies ,
Risk Mitigation ,
Securities and Exchange Commission (SEC) ,
Statutory Authority
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
On July 17, 2024, Delaware Gov. John Carney signed into law significant amendments to the Delaware General Corporation Law (DGCL), which will become effective on August 1, 2024. The amendments were articulated in Delaware...more
7/25/2024
/ Amended Legislation ,
Board of Directors ,
Commercial Contracts ,
Contract Terms ,
Corporate Governance ,
Delaware General Corporation Law ,
Effective Date ,
Governor Carney ,
New Legislation ,
Shareholder Activism ,
Shareholder Approval ,
Shareholders ,
Shareholders' Agreements
On July 18, Judge Paul Engelmayer of the Southern District of New York issued a lengthy order dismissing the majority of the SEC’s enforcement case against SolarWinds Corporation (SolarWinds) and its CISO, Timothy Brown. The...more
7/24/2024
/ Chief Information Security Officer (CISO) ,
Corporate Counsel ,
Corporate Governance ,
Cyber Attacks ,
Cybersecurity ,
Disclosure Requirements ,
Dismissals ,
Enforcement Actions ,
False Statements ,
Form 8-K ,
Fraud ,
Popular ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
SolarWinds
Following the death of George Floyd and the Black Lives Matter protests against racial inequity in 2020, many companies increased their commitments to diversity, equity and inclusion (DEI), as well as their external...more
6/19/2024
/ Black Lives Matter ,
Board of Directors ,
Civil Rights Act ,
Constitutional Challenges ,
Corporate Counsel ,
Corporate Governance ,
Department of Labor (DOL) ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Educational Institutions ,
Equal Employment Opportunity Commission (EEOC) ,
Equity ,
Investors ,
OFCCP ,
Pay Gap ,
Proxy Season ,
SCOTUS ,
Shareholder Proposals ,
Students for Fair Admissions v Harvard College ,
Title VI
Amidst challenges and conflicting demands from a variety of stakeholders, technology and life sciences companies have increased their voluntary disclosure regarding environmental, social and governance (ESG) concerns. Despite...more
4/12/2024
/ Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Investors ,
Life Sciences ,
Publicly-Traded Companies ,
Reporting Requirements ,
Shareholders ,
Silicon Valley ,
Sustainable Business Practices ,
Technology
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
3/19/2024
/ Annual Reports ,
Climate Action Plan ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Emerging Growth Companies ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Greenhouse Gas Emissions ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
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
On January 17, 2024, the Supreme Court of Delaware upheld the Delaware Chancery Court’s decision in In re Fox Corp./SNAP Inc. Section 242 Litigation, which held that corporations with a multi-class voting structure did not...more
For two decades, Fenwick has reported on corporate governance statistics and trends among the S&P 100 and Silicon Valley’s top public companies (Fenwick – Bloomberg Law Silicon Valley 150 List), with the goal of educating...more
1/10/2024
/ Board of Directors ,
Corporate Governance ,
Diversity ,
Dual Class Share Structures ,
Gender Equity ,
Life Sciences ,
Majority Voting Policies ,
Proxy Season ,
Publicly-Traded Companies ,
S&P ,
Shareholders ,
Silicon Valley ,
Technology ,
Woman Board Members
Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy voting advisory firms in the United States, have announced updates and clarifications for their voting guidelines for the U.S. market for the 2024...more
1/4/2024
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Shareholders
Broadly considered, stockholder activism has been a significant phenomenon among the largest U.S. public companies, with activists of a variety of stripes waging campaigns on a wide range of issues including in the form of...more
While all eyes are on proposed federal and European climate disclosure rules, the California legislature passed two climate-related bills that overlap somewhat with the Securities and Exchange Commission (SEC)’s proposed...more
9/15/2023
/ California ,
Climate Change ,
Compliance ,
Corporate Governance ,
Corporate Social Responsibility ,
Covered Business ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Filing Requirements ,
General Assembly ,
Governor Newsom ,
Greenhouse Gas Emissions ,
Noncompliance ,
Penalties ,
Pending Legislation ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
State and Local Government ,
State Legislatures
As we have noted in our previous report, environmental, social and governance (ESG) issues have garnered significant attention from a variety of stakeholders, resulting in increased reporting by many companies. While much of...more
8/22/2023
/ Acquisitions ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Investors ,
Mergers ,
New Legislation ,
New Regulations ,
Popular ,
Proposed Legislation ,
Proposed Regulation ,
Publicly-Traded Companies ,
Reporting Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Shareholders
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
8/1/2023
/ Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Final Rules ,
Form 10-K ,
Form 8-K ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
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
The intense focus on board diversity from a variety of stakeholders over the last several years has spurred many companies to examine the composition of their boards and to take action to diversify their boardrooms. While the...more
4/11/2023
/ Board of Directors ,
Corporate Governance ,
Department of Labor (DOL) ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
EEO-1 ,
Ethnicity ,
Gender Discrimination ,
Large Corporate Filers ,
Legislative Agendas ,
Nasdaq ,
NYSE ,
Proposed Regulation ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Silicon Valley ,
State Legislatures ,
Woman Board Members
Environmental, social and governance (ESG) concerns and how companies respond to them continue to generate scrutiny from a large number of stakeholders. Last year, in our ESG in Silicon Valley: A Look at the ESG Disclosure...more
4/5/2023
/ Business Strategies ,
Corporate Governance ,
Disclosure ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Investors ,
Life Sciences ,
Popular ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Silicon Valley ,
Technology ,
Voluntary Disclosure
Fenwick has surveyed the corporate governance practices of the companies included in the Standard & Poor’s 100 Index (S&P 100) and the technology and life sciences companies included in the Fenwick – Bloomberg Law Silicon...more
1/20/2023
/ Audits ,
Board of Directors ,
Compensation ,
Corporate Governance ,
Diversity and Inclusion Standards (D&I) ,
Executive Compensation ,
Fees ,
Majority Voting Policies ,
Publicly-Traded Companies ,
Stocks ,
Woman Board Members
Since the start of the Biden administration in January 2021, there has been an increased focus on combatting climate change, including regulatory actions and initiatives to increase disclosure by corporations regarding their...more
12/23/2022
/ Biden Administration ,
Climate Action Plan ,
Climate Change ,
Contractors ,
Corporate Counsel ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Federal Acquisition Regulations (FAR) ,
Federal Contractors ,
Greenhouse Gas Emissions ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC)
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
This comprehensive report includes five-year trend data, covering the 2018-2022 proxy seasons, for annual meeting participation, director elections, say-on-pay and other proposals among the technology and life sciences...more
11/22/2022
/ Broker-Dealer ,
Capital Markets ,
Controlling Stockholders ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Proxy Proposals ,
Proxy Season ,
Proxy Voting ,
Publicly-Traded Companies ,
S&P ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Surveys
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