Cybersecurity in the investment management industry
The securities law disclosure framework has evolved to encourage; companies acting in good faith to disseminate relevant projections pertaining to their businesses to the general public "without fear of open-ended liability."...more
Companies engaged in certain transactions, including registered securities offerings, tender offers, and mergers and acquisitions, are required to prepare and file a separate filing fee exhibit as part of their transactional...more
On July 1, 2024, the U.S. Securities and Exchange Commission (SEC) issued updated guidance regarding the voluntary submission of draft registration statements for nonpublic review by the agency....more
Despite congressional leaders reaching a deal on Wednesday for a short-term stopgap funding extension, public reporting companies and Regulation A issuers are still left in limbo as the bill, if passed, will only extend...more
On October 10, 2023, the US Securities and Exchange Commission (the “SEC”) adopted rule amendments governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the “Exchange...more
On July 26, 2023, the Securities and Exchange Commission adopted new rules imposing disclosure requirements regarding cybersecurity risk management, strategy, governance and incidents. The new rules, which became effective...more
On July 26, 2023, the Securities Exchange Commission (SEC) adopted a final rule intended to augment and standardize disclosures regarding cybersecurity risk management, governance, and incident reporting. The new rule imposes...more
SEC Proxy Filing Requirements - File proxy card, Notice of Internet Availability and other soliciting materials with the SEC. In addition to filing the proxy statement, companies should confirm that the proxy card, the...more
The US Securities and Exchange Commission (SEC) requires that Form 144 filings be made electronically via EDGAR, commencing April 13, 2023. Currently Form 144 may either be mailed to the SEC or submitted electronically via...more
New deadlines and obligations for insiders and corporate secretaries are coming up as result of rule changes, including the following: February 27, 2023 - Form 4 reporting for gifts - February 27, 2023 is the...more
2022 was a busy year in rulemaking for the Securities and Exchange Commission (SEC). As a result, there are many new disclosure requirements for companies to keep top of mind as they work through this year’s annual report,...more
On October 26, 2022, the Securities and Exchange Commission (SEC) adopted final rule and form amendments (Final Rule) that significantly alter the form and content of annual and semi-annual shareholder reports provided by...more
The SEC recently adopted amendments mandating that certain documents and forms, including Forms 144, be submitted electronically, rather than in paper form. The Form 144 electronic filing requirement will begin six months...more
The SEC announced on June 3, 2022 the adoption of amendments to: 1. Require electronic submission of certain forms that have previously been permitted to be submitted in paper format; and Require that financial...more
On June 3, 2022, the US Securities and Exchange Commission (SEC) updated electronic filing requirements, making it mandatory to submit certain documents to the SEC electronically via EDGAR. Among other documents, this new...more
Many persons and entities mail or otherwise provide to the SEC Divisions of Corporation Finance and Investment Management paper “courtesy copies” of materials that are filed or submitted via EDGAR, email, online form or other...more
The SEC has adopted amendments that it believes will modernize filing fee disclosure and payment methods. The revised rules amend most fee-bearing forms, schedules, statements, and related rules to require each filing fee...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
When finalizing proxy materials for annual shareholder meetings, companies should consider the following Securities and Exchange Commission (SEC) rules and related guidance, as well as stock exchange listing standards and...more
As discussed in our November 24, 2020 post, amended Rule 302 under Regulation S-T permits the use of electronic signatures on documents “authenticating” typewritten signatures that are included in a company’s filings with the...more
In the News. Institutional Shareholder Services (ISS) published its proxy voting guidelines updates for 2021, which include new and updated voting recommendations on federal forum and exclusive forum provisions in companies’...more
The SEC has acknowledged that the COVID-19 public health crisis is presenting challenges for some entities and individuals applying for EDGAR codes. In particular, they are having difficulty meeting the notary requirement in...more
In light of the recent COVID-19 global outbreak, on March 13, 2020, the Securities and Exchange Commission provided guidance to assist issuers, shareholders and other market participants affected by COVID-19 with meeting...more
The staff of the Securities and Exchange Commission’s Division of Corporation Finance on March 13 issued guidance designed to assist companies in complying with federal proxy rules in light of the coronavirus (COVID-19)...more
The Staff of the U.S. Securities and Exchange Commission (SEC) announced guidance on March 13 for public companies that have been impacted by the coronavirus disease 2019 (COVID-19) and that wish to modify the date, time or...more