As public companies prepare for the 2026 reporting season, now is a good time to review and refresh last year’s disclosures. Key Takeaways - Public companies should anticipate significant changes in annual report...more
Venture and private equity funds and other investors that own equity securities of public companies may have numerous Securities and Exchange Commission (SEC) filing requirements – including filings based on the size of the...more
Here’s a summary of key updates that BlackRock Investment Stewardship (BIS) recently made to its proxy voting guidelines, penned by Cooley’s Brad Goldberg, Beth Sasfai, Michael Mencher and Vince Flynn....more
Effective shareholder engagement is a business imperative. Companies that do it well are more likely than others to build investor trust, anticipate investor expectations, protect against activism, and earn support for...more
US public companies are gearing up for the 2026 proxy season. In this post, we take a look at some of the legal and other developments that will influence environmental and social proposals and company responses....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
Shareholder engagement has become a continuous, proactive process, requiring active participation from both investors and companies. This year, companies and investors have changed both their expectations and practices...more
Major proxy advisory firm Glass Lewis announced that it will stop offering its standard benchmark proxy voting guidelines in 2027, and transition clients to differentiated client frameworks. Glass Lewis’ change comes amid a...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
Recently, I blogged about how ISS is soliciting input on its annual policy benchmark survey. Glass Lewis has also released its annual policy benchmark survey, with responses due by September 15th....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
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
As many spent the first quarter chasing their New Year’s fitness goals, so, too, did the SEC, resolving to trim down its climate rules and bulk up other key guidance. In this Snapshot, we review the agency’s decision to walk...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
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 US Securities and Exchange Commission (SEC) recently issued a new Compliance and Disclosure Interpretation, Question 103.12 (C&DI), that may significantly impact how public companies engage with their shareholders....more
On February 12, 2025, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14M (SLB 14M) setting forth staff guidance on shareholder proposals submitted...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
On February 11, 2025, the Securities and Exchange Commission Division of Corporate Finance (Corp Fin) posted two Compliance and Disclosure Interpretations (C&DIs): revised Question 103.11 and new Question 103.12 related to a...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