David Bell on Publicly-Traded Companies

SEC Files Brief in Support of Climate Disclosure Rules

On August 6, the SEC filed its much-anticipated legal brief in the Eighth Circuit Court of Appeals supporting its controversial Climate Rules and responding to the arguments laid out in petitioners’ consolidated petitions for...more

8/22/2024 / Administrative Procedure Act , Amicus Briefs , Climate Change , Corporate Governance , Disclosure Requirements , Environmental Social & Governance (ESG) , First Amendment , Pending Litigation , Publicly-Traded Companies , Risk Mitigation , Securities and Exchange Commission (SEC) , Statutory Authority

Securities Law Update - August 2024

Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains news on...more

ESG Insights: Silicon Valley’s Largest Public Tech and Life Sciences Companies Expanded ESG Reporting in 2023

Amidst challenges and conflicting demands from a variety of stakeholders, technology and life sciences companies have increased their voluntary disclosure regarding environmental, social and governance (ESG) concerns. Despite...more

4/12/2024 / Corporate Governance , Disclosure Requirements , Diversity and Inclusion Standards (D&I) , Environmental Social & Governance (ESG) , Greenhouse Gas Emissions , Investors , Life Sciences , Publicly-Traded Companies , Reporting Requirements , Shareholders , Silicon Valley , Sustainable Business Practices , Technology

The SEC Adopts Final Climate-Related Disclosure Rules

On March 6, 2024, the SEC adopted final rules (Final Rules) requiring extensive climate-related disclosures in companies’ annual reports and registration statements. The new rules are set forth in Release No. 33-11275. The...more

3/19/2024 / Annual Reports , Climate Action Plan , Climate Change , Corporate Governance , Corporate Social Responsibility , Disclosure Requirements , Emerging Growth Companies , Environmental Social & Governance (ESG) , Final Rules , Greenhouse Gas Emissions , Publicly-Traded Companies , Regulation S-K , Regulation S-X , Regulatory Agenda , Securities and Exchange Commission (SEC) , Securities Regulation

Delaware Chancery Court Orders Recission of Elon Musk Moonshot Grant in Important Case on Transactions with Potential Corporate...

Background on Moonshot Award Practices - In the years leading up to the slowdown in the IPO markets in late 2021, it had become increasingly common for high-growth technology companies to grant large equity incentive...more

2/9/2024 / Board of Directors , CEOs , Compensation , Controlling Stockholders , Corporate Governance , Disclosure , Elon Musk , Internal Controls , Publicly-Traded Companies , Shareholders

Corporate Governance Practices and Trends in Silicon Valley and at Large Companies Nationwide

For two decades, Fenwick has reported on corporate governance statistics and trends among the S&P 100 and Silicon Valley’s top public companies (Fenwick – Bloomberg Law Silicon Valley 150 List), with the goal of educating...more

1/10/2024 / Board of Directors , Corporate Governance , Diversity , Dual Class Share Structures , Gender Equity , Life Sciences , Majority Voting Policies , Proxy Season , Publicly-Traded Companies , S&P , Shareholders , Silicon Valley , Technology , Woman Board Members

Proxy Voting Advisory Firms Address Severance Payments, Cybersecurity Risk Ownership and Share Ownership Guidelines in Updates to...

Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy voting advisory firms in the United States, have announced updates and clarifications for their voting guidelines for the U.S. market for the 2024...more

1/4/2024 / Board of Directors , Corporate Governance , Disclosure Requirements , Environmental Social & Governance (ESG) , Glass Lewis , Institutional Shareholder Services (ISS) , Proxy Advisory Firms , Proxy Season , Proxy Voting , Proxy Voting Guidelines , Publicly-Traded Companies , Shareholders

2023 Proxy Season Results in Silicon Valley and Large Companies Nationwide

Broadly considered, stockholder activism has been a significant phenomenon among the largest U.S. public companies, with activists of a variety of stripes waging campaigns on a wide range of issues including in the form of...more

10/19/2023 / Board of Directors , Corporate Governance , Environmental Social & Governance (ESG) , Proxy Season , Proxy Voting , Publicly-Traded Companies , Securities and Exchange Commission (SEC) , Shareholder Proposals , Shareholders , Silicon Valley

SEC Adopts Rules for Shorter Deadlines and More Transparency in Share Ownership Reporting

On October 10, 2023, the U.S. Securities and Exchange Commission adopted new rules (the Amendments) that amend Regulation 13D-G under the Securities Exchange Act of 1934 (the Exchange Act), which provide companies, and the...more

10/17/2023 / Beneficial Owner , Compliance , Disclosure Requirements , Filing Deadlines , Investors , New Guidance , Proposed Amendments , Publicly-Traded Companies , Reporting Requirements , Securities and Exchange Commission (SEC) , Securities Regulation , Shareholders

California’s Proposed Bills Require Companies to Report on Climate Emissions and Risks

While all eyes are on proposed federal and European climate disclosure rules, the California legislature passed two climate-related bills that overlap somewhat with the Securities and Exchange Commission (SEC)’s proposed...more

ESG Reporting for Private Companies

As we have noted in our previous report, environmental, social and governance (ESG) issues have garnered significant attention from a variety of stakeholders, resulting in increased reporting by many companies. While much of...more

8/22/2023 / Acquisitions , Corporate Governance , Corporate Social Responsibility , Disclosure Requirements , Environmental Social & Governance (ESG) , Investors , Mergers , New Legislation , New Regulations , Popular , Proposed Legislation , Proposed Regulation , Publicly-Traded Companies , Reporting Requirements , Rulemaking Process , Securities and Exchange Commission (SEC) , Shareholders

SEC Adopts New Cybersecurity Disclosure Rules

On July 26, the U.S. Securities and Exchange Commission adopted rules to enhance and standardize public company disclosure of cybersecurity incidents, risk management, strategy and governance. In particular, the rules,...more

8/1/2023 / Corporate Governance , Cyber Incident Reporting , Cybersecurity , Disclosure Requirements , Final Rules , Form 10-K , Form 8-K , Publicly-Traded Companies , Regulation S-K , Reporting Requirements , Risk Management , Securities and Exchange Commission (SEC) , XBRL Filing Requirements

SEC Amends Rules for Disclosure of Share Buybacks

On May 3, 2023, the U.S. Securities and Exchange Commission adopted amendments (the share repurchase amendments) to its rules regarding disclosure of securities repurchase programs (also known as share buybacks) by companies...more

5/5/2023 / Capital Markets , Corporate Governance , Disclosure Requirements , Final Rules , Publicly-Traded Companies , Securities , Securities and Exchange Commission (SEC) , Share Buybacks , Stock Repurchases

Diversifying the Boardroom: What Silicon Valley-Based and Other Large Public Companies Disclosed in 2022

The intense focus on board diversity from a variety of stakeholders over the last several years has spurred many companies to examine the composition of their boards and to take action to diversify their boardrooms. While the...more

4/11/2023 / Board of Directors , Corporate Governance , Department of Labor (DOL) , Disclosure Requirements , Diversity , Diversity and Inclusion Standards (D&I) , EEO-1 , Ethnicity , Gender Discrimination , Large Corporate Filers , Legislative Agendas , Nasdaq , NYSE , Proposed Regulation , Publicly-Traded Companies , Securities and Exchange Commission (SEC) , Silicon Valley , State Legislatures , Woman Board Members

ESG Insights: Silicon Valley’s Largest Public Tech and Life Sciences Companies Stepped Up ESG Reporting Last Year

Environmental, social and governance (ESG) concerns and how companies respond to them continue to generate scrutiny from a large number of stakeholders. Last year, in our ESG in Silicon Valley: A Look at the ESG Disclosure...more

4/5/2023 / Business Strategies , Corporate Governance , Disclosure , Disclosure Requirements , Environmental Social & Governance (ESG) , Investors , Life Sciences , Popular , Publicly-Traded Companies , Reporting Requirements , Securities and Exchange Commission (SEC) , Shareholders , Silicon Valley , Technology , Voluntary Disclosure

2022 Corporate Governance Practices and Trends

Fenwick has surveyed the corporate governance practices of the companies included in the Standard & Poor’s 100 Index (S&P 100) and the technology and life sciences companies included in the Fenwick – Bloomberg Law Silicon...more

1/20/2023 / Audits , Board of Directors , Compensation , Corporate Governance , Diversity and Inclusion Standards (D&I) , Executive Compensation , Fees , Majority Voting Policies , Publicly-Traded Companies , Stocks , Woman Board Members

Responding to the Biden Administration’s Climate Agenda: What Public Companies and Federal Suppliers Need to Know

Since the start of the Biden administration in January 2021, there has been an increased focus on combatting climate change, including regulatory actions and initiatives to increase disclosure by corporations regarding their...more

12/23/2022 / Biden Administration , Climate Action Plan , Climate Change , Contractors , Corporate Counsel , Corporate Governance , Corporate Social Responsibility , Disclosure Requirements , Environmental Social & Governance (ESG) , Federal Acquisition Regulations (FAR) , Federal Contractors , Greenhouse Gas Emissions , Publicly-Traded Companies , Regulatory Agenda , Securities and Exchange Commission (SEC)

SEC Adopts Rule Amendments to Provide Enhanced Disclosure of Rule 10b5-1 Plans and Insider Trading

On December 14, 2022, the U.S. Securities and Exchange Commission adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) and new disclosure requirements designed to enhance investor...more

12/20/2022 / 10b5-1 Plans , Amended Rules , Board of Directors , Corporate Counsel , Corporate Governance , Corporate Officers , Directors , Disclosure , Insider Trading , Publicly-Traded Companies , Reporting Requirements , Securities and Exchange Commission (SEC) , Securities Exchange Act of 1934 , Securities Regulation

Proxy Advisors Update Voting Guidelines for 2023 Focusing on Board Diversity, Officer Exculpation and ESG Oversight

Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy advisors in the United States, have announced updates and clarifications for their voting guidelines for the 2023 proxy season. Their voting...more

12/6/2022 / Board of Directors , Climate Change , Cybersecurity , Disclosure Requirements , Diversity and Inclusion Standards (D&I) , Environmental Social & Governance (ESG) , Glass Lewis , Institutional Shareholder Services (ISS) , Overboarding , Proxy Advisors , Proxy Voting Guidelines , Publicly-Traded Companies , Securities and Exchange Commission (SEC) , Shareholders , Voting Rights

2022 Proxy Season Results in Silicon Valley and at Large Companies Nationwide

This comprehensive report includes five-year trend data, covering the 2018-2022 proxy seasons, for annual meeting participation, director elections, say-on-pay and other proposals among the technology and life sciences...more

11/22/2022 / Broker-Dealer , Capital Markets , Controlling Stockholders , Corporate Governance , Environmental Social & Governance (ESG) , Proxy Proposals , Proxy Season , Proxy Voting , Publicly-Traded Companies , S&P , Securities and Exchange Commission (SEC) , Shareholder Proposals , Surveys

SEC Adopts Rules Regarding Pay Versus Performance

On August 25, 2022, the U.S. Securities and Exchange Commission adopted rules that require public companies to disclose the relationship between compensation “actually paid” to their executives and their financial...more

8/31/2022 / Corporate Counsel , Corporate Governance , Disclosure Requirements , Emerging Growth Companies , Executive Compensation , Pay-for-Performance , Proxy Statements , Publicly-Traded Companies , Securities and Exchange Commission (SEC) , Smaller Reporting Companies

Meeting Expectations for Board Diversity

Corporate boardroom diversity has increased significantly over the last few years, and the interest in and demand for gender and racial/ethnic diversity on boards of directors remain high. Lack of corporate board diversity...more

6/3/2022 / Board of Directors , Corporate Governance , Disclosure Requirements , Diversity , Environmental Social & Governance (ESG) , Gender Equity , Institutional Shareholder Services (ISS) , Nasdaq , Policies and Procedures , Proxy Voting Guidelines , Publicly-Traded Companies , Regulatory Requirements , Securities and Exchange Commission (SEC)

California Court Finds California Board Diversity Law Unconstitutional

On April 1, 2022, the Superior Court of California, County of Los Angeles granted the plaintiffs’ motion for summary judgment in a case challenging the legality of AB 979 under the California Constitution...more

4/5/2022 / Board of Directors , Business Litigation , Constitutional Challenges , Corporate Counsel , Disclosure , Diversity and Inclusion Standards (D&I) , Governor Newsom , Institutional Shareholder Services (ISS) , LGBTQ , Motion for Summary Judgment , Municipalities , Publicly-Traded Companies , Regulatory Agenda , Rulemaking Process , Securities and Exchange Commission (SEC) , Shareholders , State and Local Government , State Constitutions

SEC Proposes New Rules for Climate Risk Disclosure

The U.S. Securities and Exchange Commission has proposed rules and amendments that would require SEC reporting companies and companies filing registration statements to provide certain climate-related information in their...more

3/28/2022 / Climate Change , Corporate Governance , Corporate Social Responsibility , Disclosure Requirements , Environmental Social & Governance (ESG) , Financial Statements , Greenhouse Gas Emissions , Proposed Rules , Publicly-Traded Companies , Regulatory Agenda , Risk Management , Securities and Exchange Commission (SEC)

SEC Proposes New Rules to Enhance Reporting of Cybersecurity Issues

The U.S. Securities and Exchange Commission has proposed rules and amendments to enhance and standardize the reporting on cybersecurity risk management, strategy, governance and incidents disclosed by public companies....more

3/11/2022 / Capital Markets , Comment Period , Corporate Governance , Cybersecurity , Disclosure Requirements , Privacy Laws , Proposed Rules , Publicly-Traded Companies , Reporting Requirements , Risk Management , Securities and Exchange Commission (SEC)

David Bell

Fenwick & West LLP

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