The SEC rescinded Staff Legal Bulletin No. 14L and issued updated guidance on the exclusion of shareholder proposals under Rule 14a-8 and certain other aspects of Rule 14a-8....more
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
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
Over the last five years, stockholder activism has undergone significant transformation, shaped by changing market conditions, regulatory developments, and evolving societal expectations. Activism has continued to spread...more
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
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
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
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
1/13/2022
/ Board of Directors ,
Corporate Governance ,
Diversity ,
Ethnicity ,
Gender Equity ,
Investors ,
LGBTQ ,
Proxy Season ,
Publicly-Traded Companies ,
S&P ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
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 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
Today, shareholders are increasingly demanding corporate accountability on a variety of issues, ranging from compensation and human capital management to governance and board diversity, among others. As a result, most...more
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
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
The U.S. Securities and Exchange Commission on September 23 adopted final rules amending the shareholder proposal rules in Rule 14a-8 of the Securities Exchange Act of 1934.
The final rules:
- Require that a shareholder...more
In response to the COVID-19 pandemic, the U.S. Securities and Exchange Commission previously provided guidance on updating the time, date or location of a stockholder meeting and eliminated the federal securities law...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
In January 2020, Institutional Shareholder Services and the U.S. Securities and Exchange Commission agreed to stay litigation filed by ISS in October challenging the SEC’s interpretation and guidance related to voting...more
2/20/2020
/ Corporate Governance ,
Institutional Shareholder Services (ISS) ,
Interpretive Opinions ,
Motions to Stay Proceedings ,
New Guidance ,
Pending Litigation ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Solicitations ,
Proxy Voting Guidelines ,
Rulemaking Process ,
Securities and Exchange Commission (SEC)
With the 2020 proxy season around the corner, we have prepared a brief review of key corporate governance trends that can inform how you frame your company’s prior-year performance and objectives for the coming year. We focus...more
In 2019, we published analysis to help tech and life sciences companies navigate U.S. tax law changes, an evolving IP landscape and new privacy regulations such as the California Consumer Privacy Act. We also tracked venture...more
1/8/2020
/ ABC Test ,
California Consumer Privacy Act (CCPA) ,
Consumer Privacy Rights ,
Convertible Debt ,
Corporate Governance ,
Data Privacy ,
Debt Financing ,
Direct Listing ,
Diversity ,
Emerging Technology Companies ,
Employer Liability Issues ,
Foreign Tax Credits ,
Hiring & Firing ,
Independent Contractors ,
Intellectual Property Litigation ,
Intellectual Property Protection ,
Internal Revenue Code (IRC) ,
IRS ,
Life Sciences ,
Misclassification ,
New Guidance ,
Pharmaceutical Industry ,
Privacy Laws ,
Proposed Regulation ,
Proxy Season ,
Silicon Valley ,
Startups ,
Tax Credits ,
Tax Cuts and Jobs Act ,
Venture Capital ,
Withholding Tax ,
Woman Board Members