As companies prepare their Form 10-Q disclosures, it's worth bearing in mind a number of special considerations amid the current economic and political environment....more
5/2/2025
/ Artificial Intelligence ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Economic Downturn ,
Environmental Social & Governance (ESG) ,
Financial Markets ,
Form 10-Q ,
International Trade ,
Recessions ,
Risk Assessment ,
Risk Management ,
Supply Chain ,
Tariffs ,
Trump Administration ,
US Trade Policies
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
5/1/2025
/ C&DIs ,
Corporate Governance ,
Cryptocurrency ,
Delaware General Corporation Law ,
Disclosure Requirements ,
Form 10-Q ,
MD&A Statements ,
Nasdaq ,
Proxy Statements ,
Regulatory Agenda ,
Regulatory Requirements ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
Acting SEC Chair Mark T. Uyeda outlined potential regulatory changes to make IPOs more attractive and to scale public company disclosures at the Florida Bar’s 41st Annual Federal Securities Institute and M&A Conference. ...more
The SEC published updated Compliance and Disclosure Interpretations on the filing of Schedules 13D and 13G/Shareholder Engagement....more
3/28/2025
/ Asset Management ,
CDIs ,
Corporate Governance ,
Disclosure Requirements ,
Institutional Investors ,
Investment Management ,
Reporting Requirements ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Shareholders
On February 26, 2025, the Commission announced that it has adopted a new omnibus package of proposals designed to “simplify EU rules, boost competitiveness, and unlock additional investment capacity.” Commission President...more
3/3/2025
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
EU ,
European Parliament ,
Proposed Legislation ,
Reporting Requirements ,
Small and Medium-Sized Enterprises (SMEs) ,
Sustainability ,
Sustainable Business Practices ,
Taxonomy
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
2/10/2025
/ Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Investment Adviser ,
Investment Companies ,
Nasdaq ,
Proxy Season ,
Proxy Voting ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Activism
Corporate governance practices vary significantly among public companies. This reflects many factors, including:
..Differences in their stage of development, including the relative importance placed on various business...more
The following new disclosure will be required in companies’ upcoming Forms 10-K (FY 2024) and/or proxy statements...more
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
1/2/2025
/ Benchmarks ,
C-Suite Executives ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Enforcement Actions ,
Institutional Shareholder Services (ISS) ,
Nasdaq ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Transparency ,
Voting Shares
On Monday, the California Air Resources Board (CARB) issued an Information Solicitation to Inform Implementation of California Senate Bills 253 and 261, as amended by SB 219....more
On December 17, the U.S. Securities and Exchange Commission announced it settled charges against fashion retailer Express, Inc. for failing to disclose $979,269 worth of perquisites and personal benefits provided to its...more
In August 2021, the SEC approved new board diversity rules requiring Nasdaq-listed companies (i) to include a board diversity matrix in their proxy statement or on their website and (ii) to disclose whether they have one...more
12/16/2024
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Minorities ,
Nasdaq ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Statutory Authority ,
Woman Board Members
As both public and private companies “doing business” in California with annual revenues above $1 billion prepare to comply with SB 253, CARB last week issued an important enforcement notice stating that it has elected to...more
Welcome to the latest edition of Fenwick’s Securities Law Update....more
11/26/2024
/ Audit Committee ,
Corporate Governance ,
Disclosure Requirements ,
EDGAR ,
Enforcement Actions ,
Filing Requirements ,
Form 10-K ,
Glass Lewis ,
Independent Directors ,
PCAOB ,
Proxy Statements ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On October 22, 2024, the SEC charged two current reporting companies, Unisys Corp. and Check Point Software Technologies, and two former public companies, Mimecast Limited and Avaya Holdings Corp., with making materially...more
10/31/2024
/ Civil Monetary Penalty ,
Compliance ,
Corporate Counsel ,
Corporate Governance ,
Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Enforcement Actions ,
Form 8-K ,
Internal Controls ,
Misleading Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Security and Privacy Controls
Less than a year after their adoption, California has amended two landmark corporate climate disclosure laws. The changes come after California Gov. Gavin Newsom on Friday signed Senate Bill 219 (SB 219), which provides...more
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 Directors ,
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
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
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
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
California Adopts Bill Regulating Net Zero, Carbon Offset Disclosures -
On October 7, 2023, California adopted new requirements that will impact the voluntary carbon offset market and companies making certain emissions...more
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