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
Some proxy advisors and institutional investors have made changes to their diversity policies and mandates, including the following ...more
3/31/2025
/ BlackRock ,
Board of Directors ,
Corporate Governance ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Glass Lewis ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Proxy Advisors ,
Proxy Voting ,
Shareholders ,
State Street ,
Vanguard
On March 14, 2025, a three-judge panel of the U.S. Court of Appeals for the Fourth Circuit lifted a lower court’s preliminary injunction blocking key provisions of President Donald Trump’s executive orders aimed at ending...more
Welcome to the latest edition of the Fenwick Securities Law Update. This issue contains updates and important reminders on...more
3/19/2025
/ Artificial Intelligence ,
CDIs ,
Corporate Governance ,
Delaware General Corporation Law ,
Diversity and Inclusion Standards (D&I) ,
EU ,
Form 10-K ,
Guidance Update ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals
The intense focus on diversity, equity, and inclusion (DEI) following executive orders from President Donald Trump earlier this year are shifting the balance of pro- and anti-DEI proposals compared to the full 2024 proxy...more
On February 3, 2025, the National Association of Diversity Officers in Higher Education, the American Association of University Professors, Restaurant Opportunities Centers United, and the Mayor and City Council of Baltimore...more
2/27/2025
/ Constitutional Challenges ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Executive Orders ,
False Claims Act (FCA) ,
Fifth Amendment ,
First Amendment ,
Free Speech ,
Preliminary Injunctions ,
Separation of Powers ,
Trump Administration
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
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
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
Following the death of George Floyd and mass protests against racial inequity in 2020 culminating years of slowly building stakeholder pressure on various aspects of diversity, many companies expressed their commitment to...more
9/22/2023
/ Affirmative Action ,
Board of Directors ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Equal Employment Opportunity Commission (EEOC) ,
Human Capital ,
Proxy Voting ,
Race Discrimination ,
Racial Bias ,
SCOTUS ,
Securities Exchange Act of 1934 ,
Shareholders ,
Students for Fair Admissions v Harvard College ,
Students for Fair Admissions v University of North Carolina
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
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
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 2023 proxy season. Their voting...more
12/6/2022
/ Board of Directors ,
Climate Change ,
Cybersecurity ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Overboarding ,
Proxy Advisors ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Voting Rights
On May 13, 2022, the Superior Court of California in Los Angeles County held that SB 826, the law requiring companies with headquarters in California to have a prescribed number of women on their boards of directors, is...more
On April 1, 2022, the Superior Court of California, County of Los Angeles granted the plaintiffs’ motion for summary judgment in a case challenging the legality of AB 979 under the California Constitution...more
4/5/2022
/ Board of Directors ,
Business Litigation ,
Constitutional Challenges ,
Corporate Counsel ,
Disclosure ,
Diversity and Inclusion Standards (D&I) ,
Governor Newsom ,
Institutional Shareholder Services (ISS) ,
LGBTQ ,
Motion for Summary Judgment ,
Municipalities ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
State and Local Government ,
State Constitutions
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
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