In an attempt to facilitate capital raising, the SEC announced that it was expanding the ability of issuers to submit draft registration statements for confidential review by the staff. Historically, this procedure was mostly...more
3/12/2025
/ Confidential Documents ,
Corporate Governance ,
Disclosure Requirements ,
Form S-1 ,
Initial Public Offering (IPO) ,
Life Sciences ,
Registration Statement ,
Required Forms ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Shelf Registration
Various biotech companies have completed or launched their IPOs so far in 2025. As of early February, five sizeable life sciences companies have priced their IPOs and one has filed to go public soon. ...more
When it comes to disclosing clinical trial data in the biotechnology arena, in particular for public biotech companies, timing is everything. Disclosures are not just about when to reveal the information, but also what is...more
1/6/2025
/ Annual Reports ,
Biotechnology ,
Clinical Trials ,
Corporate Governance ,
Disclosure Requirements ,
Financial Industry Regulatory Authority (FINRA) ,
Food and Drug Administration (FDA) ,
Form 10-K ,
Form 10-Q ,
Life Sciences ,
Pharmaceutical Industry ,
Securities and Exchange Commission (SEC)
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
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
Following a record-breaking year for IPOs and other going-public transactions, the beginning of 2022 has presented a challenging environment. That’s largely a result of volatile market conditions due to the ongoing conflict...more
3/30/2022
/ Biden Administration ,
Direct Listing ,
Environmental Social & Governance (ESG) ,
Initial Public Offering (IPO) ,
Investment ,
Investors ,
Life Sciences ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs) ,
Technology
On February 10, 2022, the U.S. Securities and Exchange Commission issued a proposal (Proposed rules: Modernization of Beneficial Ownership Reporting) that would amend Regulation 13D-G under the Securities Exchange Act of 1934...more
2/17/2022
/ Amended Regulation ,
Beneficial Owner ,
Broker-Dealer ,
Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
Filing Deadlines ,
Investment Adviser ,
Investors ,
Proposed Rules ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders
The U.S. Securities and Exchange Commission has issued final rules adopting amendments to certain financial disclosure requirements and to the disclosure required in Management’s Discussion and Analysis (MD&A). We previously...more
The U.S. Securities and Exchange Commission has issued a release adopting amendments (“final rules”) to certain of its rules relating to exemptions from registration under the Securities Act of 1933 (Securities Act). The...more
11/12/2020
/ Crowdfunding ,
Economic Growth ,
Federal Register ,
Final Rules ,
Fixing America’s Surface Transportation Act (FAST Act) ,
General Solicitation ,
Investment ,
JOBS Act ,
Offerings ,
Regulation D ,
Rule 152 ,
Rule 504 ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Testing-the-Waters Communications
On August 26, 2020, the U.S. Securities and Exchange Commission adopted final rules to expand the accredited investor definition and modernize the disclosure requirements under Regulation S-K Items 101 (Business), 103 (Legal...more
8/31/2020
/ Accredited Investors ,
Certifications ,
Disclosure Requirements ,
Final Rules ,
Financial Services Industry ,
Investment Advisers Act of 1940 ,
Investment Company Act of 1940 ,
Private Offerings ,
Qualified Institutional Buyers ,
Regulation D ,
Regulation S-K ,
Risk Factors ,
Rule 144A ,
Rule 501 ,
Rural Business Investment Companies (RBICs) ,
Securities and Exchange Commission (SEC)
The U.S. Securities and Exchange Commission’s Office of the Chief Accountant (OCA) and Division of Corporation Finance (Division) have separately issued statements emphasizing the continued importance of high-quality...more
6/26/2020
/ Coronavirus/COVID-19 ,
Disclosure Requirements ,
Division of Corporate Finance ,
FASB ,
Financial Reporting ,
IASB ,
ICFR ,
New Guidance ,
PCAOB ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
The SEC has issued rules amending the disclosure requirements for providing historical and pro forma financial statements in connection with material acquisitions and dispositions. The final amendments, issued on May 21,...more
In the past few weeks, the Nasdaq Stock Market and the New York Stock Exchange, with the approval of the U.S. Securities and Exchange Commission, have approved rules easing certain requirements for listed companies in light...more
Chairman Jay Clayton of the U.S. Securities and Exchange Commission and William Hinman, director of the Division of Corporation Finance, issued a statement stressing the importance of current and forward-looking disclosure in...more
The global spread of COVID-19 has impacted all aspects of business and raises significant securities law questions for public life sciences companies. In this video, Fenwick partners Rob Freedman and Amanda Rose discuss the...more
Disclosure Guidelines for Public Companies Affected by COVID-19 -
On March 25, 2020, the U.S. Securities and Exchange Commission’s Division of Corporation Finance provided guidance regarding disclosure and other securities...more
The U.S. Securities and Exchange Commission has released final rules amending the definitions for accelerated filers and large accelerated filers, providing significant relief for smaller reporting companies in the technology...more
In response to developments related to COVID-19, the Securities and Exchange Commission has issued new guidance (available here) to assist public companies, investment companies, shareholders, and other market participants...more
3/17/2020
/ Annual Meeting ,
Bylaws ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
New Guidance ,
Notice Requirements ,
Proxy Statements ,
Publicly-Traded Companies ,
Relief Measures ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Virtual Meetings
Impacts of Coronavirus on Commercial Agreements and Public Company Disclosures -
COVID-19, a disease caused by the novel coronavirus, has now spread to at least 70 countries, including the United States. Our thoughts are...more
3/6/2020
/ Breach of Contract ,
Contract Management ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Emergency Management Plans ,
Filing Deadlines ,
Force Majeure Clause ,
Paid Leave ,
Performance Standards ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Sick Leave ,
Workplace Safety
The U.S. Securities and Exchange Commission has issued guidance on the use of financial metrics and has proposed significant amendments pertaining to Regulation S-K’s financial disclosure provisions?. In addition, SEC...more
2/19/2020
/ Climate Change ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Financial Reporting ,
Financial Statements ,
MD&A Statements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Assessment ,
Risk Management ,
Securities and Exchange Commission (SEC)
Possibly signaling the future direction of regulation of proxy advisers, the U.S. Securities and Exchange Commission (SEC) on Aug. 21 issued two sets of interpretive guidance, one regarding proxy advisory firms under the...more
Survey Results -
Life Sciences and Tech IPOs Continued Hot Streak in Second Half -
The life sciences and technology IPO markets continued their strong performance in the second half of 2018, notwithstanding significant...more
In an effort to promote capital formation and reduce compliance costs, the U.S. Securities and Exchange Commission has amended its rules to expand the number of public companies that qualify for scaled disclosure...more
On June 29, 2017 the U.S. Securities and Exchange Commission announced that it would permit all companies registering for an initial public offering to take advantage of the confidential review process that was previously...more
The U.S. Securities and Exchange Commission on March 1, 2017, adopted rules requiring reporting companies to include in their 1933 Act registration statements and 1934 Act periodic and current reports and registration...more