The SEC rescinded Staff Legal Bulletin No. 14L and issued updated guidance on the exclusion of shareholder proposals under Rule 14a-8 and certain other aspects of Rule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
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
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
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
On June 13, 2022, the U.S. Securities and Exchange Commission (1) adopted amendments (the “Amendments”) to the proxy rules related to proxy advisory firms and (2) released proposed rules (“Proposed Rules”) regarding the...more
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)
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
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
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
Recently, Institutional Shareholder Services (ISS) and Glass Lewis released revisions to their respective proxy voting guidelines for 2020. The ISS and Glass Lewis updates applicable to U.S. companies are discussed separately...more
11/21/2019
/ Audit Committee ,
Board of Directors ,
Corporate Governance ,
Diversity ,
Equity Compensation ,
Equity Plans ,
Executive Compensation ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Say-on-Pay ,
Shareholder Proposals ,
Shareholder Rights
A Comparison of Silicon Valley Public Companies and the Large Public Companies of the S&P 100 -
This comprehensive report covers trends in stockholder voting at annual meetings in the 2018 proxy season among the technology...more
10/15/2018
/ Annual Meeting ,
Audited Financial Statements ,
Auditors ,
Board of Directors ,
Corporate Governance ,
Life Sciences ,
Proxy Season ,
Proxy Voting ,
Publicly-Traded Companies ,
Say-on-Pay ,
Shareholder Proposals ,
Shareholders ,
Technology Sector
This companion supplement to the Fenwick survey, “Corporate Governance Practices and Trends: A Comparison of Large Public Companies and Silicon Valley Companies,” covers trends in stockholder voting at annual meetings in the...more
10/31/2017
/ Annual Meeting ,
Board of Directors ,
Corporate Governance ,
Director Nominations ,
Executive Compensation ,
Proxy Season ,
Publicly-Traded Companies ,
S&P ,
Say-on-Pay ,
Shareholder Proposals ,
Silicon Valley ,
Technology Sector
A Comparison of Silicon Valley Public Companies and Other Large Bay Area Public Companies -
This companion supplement to the Fenwick survey, Corporate Governance Practices and Trends: A Comparison of Large Public...more
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 which are based in Silicon...more
11/11/2016
/ Board of Directors ,
Corporate Governance ,
Diversity ,
Dual Class Share Structures ,
Life Sciences ,
Majority Voting Policies ,
Proxy Season ,
Publicly-Traded Companies ,
Shareholder Proposals ,
Surveys ,
Technology Sector ,
Voting Shares
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