Petition for Rulemaking with Respect to Cybersecurity Incident Disclosure -
A group of financial services industry trade associations submitted a joint petition for rulemaking requesting that the SEC amend the...more
6/20/2025
/ Bitcoin ,
Crowdfunding ,
Cryptocurrency ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Financial Services Industry ,
Foreign Private Issuers ,
Nasdaq ,
Petition for Rulemaking ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation A ,
Securities and Exchange Commission (SEC) ,
Trade Associations
On June 12, 2025, the SEC announced its withdrawal of previously proposed amendments to Rule 14a-8. ...more
The SEC’s Division of Corporation Finance recently issued a statement on Certain Protocol Staking Activities, essentially articulating the Division’s view that “Protocol Staking Activities,” do not involve the offer and sale...more
6/16/2025
/ Blockchain ,
Cryptocurrency ,
Digital Assets ,
FinTech ,
Registration Requirement ,
Securities ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Securities Tokens
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
6/13/2025
/ Corporate Governance ,
Disclosure Requirements ,
Fee Caps ,
Financial Industry Regulatory Authority (FINRA) ,
Form 10-Q ,
MD&A Statements ,
Regulatory Requirements ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Exchange ,
Tariffs
The New York Stock Exchange (Exchange) has recently adopted two rule changes, one to reduce fees for the initial period of a company’s listing on the Exchange and another to formally expand the universe of holders that will...more
On April 10, the SEC staff articulated how existing disclosure requirements under the federal securities laws apply to offerings and registrations involving crypto assets....more
The SEC recently approved Nasdaq’s proposed changes to the initial listing requirements related to liquidity. Nasdaq proposed to change Listing Rules 5405 and 5505 to...more
On April 25, the SEC staff added two new Compliance and Disclosure Interpretations (CDIs), revised 20 CDIs and withdrew three CDIs related to 10b5-1 plans. The SEC staff largely revised the CDIs to conform to the 2022 Rule...more
5/5/2025
/ 10b5-1 Plans ,
CD&I ,
Clawbacks ,
Disclosure Requirements ,
Executive Compensation ,
Form 10-K ,
Insider Trading ,
Regulation S-K ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs)
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
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 Securities and Exchange Commission has expanded the confidential filing options, including...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
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
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 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
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
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
On September 25, the Securities and Exchange Commission (SEC) announced that it had charged 23 entities and individuals for failure to timely file Schedules 13D and 13G reports and Forms 3, 4, and 5. The SEC also charged two...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
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