You’ll recall that last summer, The Vanguard Group, Inc. announced plans to split into two wholly owned U.S. investment advisors: Vanguard Capital Management (“VCM”) and Vanguard Portfolio Management (“VPM”) – and that split...more
Public company boards are operating in a tougher environment. Regulators expect more, investors are better organized, and activists have better tools. The old practice of checking an “independent” box once a year and...more
In a Friday appearance on Fox Business, SEC Chairman Paul Atkins signaled that the Securities and Exchange Commission is increasingly focused on curbing the influence of proxy advisory firms. ...more
A recent decision from the Southern District of New York highlights the risks that multiple private placement investors working together will be deemed a single “group,” exposing them to liability for claims that apply to...more
In 2023, the Securities and Exchange Commission (the “SEC”) adopted amendments and issued guidance to modernize the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act...more
In our previous client alert, Occasional Activists: Shaping Corporate Governance in 2024, we discussed the trend through H1 2024 of increased “occasional activism”—shareholder activism by investors who are not dedicated...more
For small and mid-cap public companies, SEC reporting has never been more demanding. Lean finance and legal teams, fast-moving regulatory updates, and heightened investor scrutiny mean that even small mistakes can carry...more
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
Glass Lewis recently announced the opening of its 2025 Policy Survey. The survey seeks input on several key governance topics including board diversity, executive compensation, ESG considerations, shareholder rights, and...more
The SEC’s Division of Corporation Finance recently issued 18 revised Compliance and Disclosure Interpretations (C&DIs) relating to Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G under the Exchange Act. This...more
A few days ago, Corp Fin revised a total of 18 CDIs related to Schedule 13Ds and 13Gs, mainly to align them with the changes to the rules related to those Schedules made back in October ’23. The CDIs are redlined by Corp Fin...more
Under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shareholders that beneficially own more than five percent of an issuer’s outstanding publicly traded voting equity...more
Key Points - Revised guidance from the SEC regarding ownership reporting is making institutional investors circumspect about raising issues with management. - Seeking to influence a company’s executive compensation, or...more
The SEC has updated the EDGAR system’s login, password, and access protocols which will affect Canadian SEC reporting companies and other individuals and entities with EDGAR filing codes, including non-reporting companies...more
The SEC published updated Compliance and Disclosure Interpretations on the filing of Schedules 13D and 13G/Shareholder Engagement....more
On March 23, 2025, 23andMe, a pioneer in the field of genetic testing and consumer healthcare, announced it had filed for Chapter 11 bankruptcy in the U.S. Bankruptcy Court for the Eastern District of Missouri. The objective...more
Welcome to the latest edition of the Fenwick Securities Law Update. This issue contains updates and important reminders on...more
On February 11, 2025, the staff of the Division of Corporation Finance ("Staff") of the U.S. Securities and Exchange Commission ("SEC" or the "Commission") issued new and updated Compliance and Disclosure Interpretations on...more
The SEC’s Division of Corporation Finance recently published a new Compliance and Disclosure Interpretation (CD&I) 103.12 regarding shareholders’ engagement with issuers’ management in the context of eligibility to report on...more
On February 11, 2025, the SEC staff published updates to two Compliance and Disclosure Interpretations (C&DIs) regarding the availability of Schedule 13G to certain investors, specifically concerning activities that could...more
The SEC staff recently modified guidance indicating when “shareholder engagement” by an investor holding more than 5% of the stock of a public company constitutes “influencing control” that requires reporting on a long-form...more
As noted in the Cooley Alert from Brad Goldberg, Beth Sasfai, Reid Hooper and Michael Mencher that I blogged about yesterday, Corp Fin issued guidance last week that some thought could alter the nature of shareholder...more
On February 11, 2025, the SEC’s Division of Corporation Finance (Corp Fin) updated its Compliance and Disclosure Interpretations (CDIs) relating to Regulation 13D-G beneficial ownership reporting by revising Question 103.11...more
Corp Fin has posted two new CDIs regarding filing of Schedules 13D and 13G under Exchange Act Sections 13(d) and 13(g) and related Rule 13d-1. The new CDIs address issues related to determining, for purposes of eligibility to...more