What is non-GAAP?
In light of the recent market volatility, public companies should keep in mind the upcoming annual re-evaluation of their filer status, as a change may have ramifications for both the timing and content for the following...more
Recently issued interpretive guidance from the SEC staff offers some answers for companies that find themselves having to decide whether and when to check one or both of the boxes on Form 10-K related to financial...more
The staff of the Division of Corporation Finance (Corp Fin) of the Securities and Exchange Commission (SEC) has issued new Compliance and Disclosure Interpretations (C&DIs) relating to the clawback disclosures required in an...more
The SEC, investment banks and other stakeholders are increasingly focused on cybersecurity in IPO companies given the potential financial, legal and reputational risks....more
Welcome to the latest edition of the Fenwick Securities Law Update. This issue contains updates and important reminders on...more
We’re in Year 2 for the clawback checkboxes on the cover of the Form 10-K and we’re fielding a lot of questions from clients about them right now. As Cydney Posner noted a little while back in her Cooley blog, there is still...more
Although not new, eligibility to use Forms S-3 and S-8 and Rule 144 depend on compliance with SEC electronic filing rules. ...more
The primary development in executive compensation disclosure for the 2025 proxy season is new Item 402(x) under Regulation S-K, relating to the disclosure of stock option grant timing policies and practices. Companies with...more
With the annual reporting season coming up for calendar-year companies, we wanted to remind you that companies subject to U.S. Securities and Exchange Commission (SEC) reporting requirements are now required to: (i) disclose...more
This Client Alert provides an overview of new developments and highlights key considerations for calendar year-end public companies preparing their Annual Reports on Form 10-K for 2024 and proxy statements for annual meetings...more
With the 2025 annual reporting season upon us, public companies should consider potential updates to their risk factors for their Form 10-Ks and 20-Fs in light of recent economic, political, technological, and regulatory...more
Each year in our Annual Memo, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form 20-F....more
The following new disclosure will be required in companies’ upcoming Forms 10-K (FY 2024) and/or proxy statements...more
The first year of a new significant regulatory obligation is often more notable for the absence of regulatory enforcement actions as regulators often observe compliance efforts and challenges, offer guidance, and look for...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
As we bid farewell to 2024, we welcome not only another year but also several new disclosure requirements. In this Snapshot, we summarize several developments and best practices for public companies to consider as the 2024...more
This guide discusses important themes and trends for the coming annual reporting season. It also includes a “housekeeping checklist” designed to assist you as you prepare your annual report. ANNUAL CYBERSECURITY...more
Public companies should be aware of new disclosure requirements for their upcoming Form 10-K filings for the fiscal year ended 31 December 2024 (2024 Form 10-K) and for their upcoming Proxy Statements to be filed in 2025...more
With the year-end reporting season on the horizon, this Alert highlights new disclosures and other considerations for annual reports on Form 10-K to be filed in 2025. It also discusses potential updates to D&O questionnaires...more
Welcome to the latest edition of Fenwick’s Securities Law Update....more
The Corporate Transparency Act (CTA) requires certain domestic and foreign entities, called "reporting companies," to file a beneficial ownership information (BOI) report – which provides information about their owners,...more
Becoming a first-time director of a public company is a goal not easily achieved and can represent a significant personal and professional accomplishment, giving an individual a platform to share their expertise to help a...more
As companies prepare for the upcoming proxy and annual report season, the following lists some of the key items to consider...more
The following new SEC insider trading disclosures will be required in companies’ upcoming Forms 10-K (FY 2024) and/or proxy statements...more
As summer turns into fall and in-house lawyers start thinking ahead to the upcoming 10-K filing season, we’re often asked to review and update the description of securities exhibit(s) required to be filed with Form 10-K by...more