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Why Every Day Is Proxy Season for Public Companies
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Since the beginning of the year, the US Securities and Exchange Commission’s (SEC) Division of Corporation Finance staff (Corp Fin Staff) has issued several important statements and interpretations, including a Staff Legal...more
For those who use “March Madness” to describe proxy season rather than basketball, they'll immediately know that the “economic relevance” exclusion under Rule 14a-8(i)(5) is something of a lore in the SEC's shareholder...more
Item 402(x) of Regulation S-K, introduced by the U.S. Securities and Exchange Commission (SEC) on Dec. 14, 2022, and effective for 2024 proxy statements, requires that public companies disclose detailed information about...more
The SEC rescinded Staff Legal Bulletin No. 14L and issued updated guidance on the exclusion of shareholder proposals under Rule 14a-8 and certain other aspects of Rule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 current proxy season presents new challenges and opportunities for U.S. companies as they face shifting expectations regarding board diversity. There are a number of notable developments. The Fifth Circuit Court of...more
On February 12, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) issued Staff Legal Bulletin No. 14M (“SLB 14M”), which rescinds in part...more
Only a short time has elapsed since President Trump named Mark T. Uyeda as Acting Chair of the Securities and Exchange Commission (“SEC”) on January 21, 2025. Already, however, the regulatory climate has shifted significantly...more
Under the new administration, several shifts in E&S have impacted public companies across a number of different practice areas. In light of these developments, companies are taking a wide array of approaches to disclosure,...more
When finalizing proxy materials for annual shareholder meetings, we recommend that companies consider the recent changes to proxy disclosure requirements and other disclosure trends summarized in our December 11, 2024, client...more
Public companies navigating the 2025 proxy season just got some breathing room—at least when it comes to excluding certain shareholder proposals. Last week, the Staff of the SEC’s Division of Corporation Finance—in a...more
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
Companies with forthcoming annual report and proxy statement filings should consult with counsel regarding recent regulatory and legal developments related to diversity, equity and inclusion (“DEI”) initiatives and the...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
Just in time for the commencement of proxy season we have this reminder from SEC Enforcement about disclosures of related-person transactions. Failure to properly report on a related-person transaction has been a subject of...more
In 2025, the business environment will continue to be challenging, with increasing uncertainty and disruptions impacting companies and their employees. Emerging technologies are rapidly retooling, if not revolutionizing,...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
On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit, in a 9-8 en banc decision, vacated the approval of Nasdaq's board diversity rules by the Securities and Exchange Commission (SEC). The court held that the...more
This guide discusses important themes from the 2024 proxy season and developing trends we are monitoring for 2025. It also includes a “housekeeping checklist” designed to assist you as you prepare your proxy statement. For...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
Our checklist and analysis present matters for companies to consider as they conduct their 2025 annual meetings and file reports to meet upcoming regulatory, shareholder and advisory deadlines. We outline key issues to...more
As we approach 2025, we want to remind registrants about several new rules that will impact disclosure for the 2024 Form 10-K and 2025 proxy season, note the 2025 deadlines for filings with the Securities and Exchange...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
At what point has a director served too long? What about term limits? A mandatory retirement age? When do a director’s skills become stale? These issues are addressed in this issue of The Informed Board, as well as why proxy...more
Recently, Glass Lewis announced the release of its 2025 U.S. Benchmark Policy Guidelines and guidelines for Shareholder Proposals & ESG-Related Issues that apply across markets. Here are 8 things to know about this year’s...more
This is the second part of a series of client alerts for public companies and their boards and compensation committees, covering key considerations for equity grant practices. Overview - The compensation committee...more