Acting SEC Chair Mark T. Uyeda outlined potential regulatory changes to make IPOs more attractive and to scale public company disclosures at the Florida Bar’s 41st Annual Federal Securities Institute and M&A Conference. ...more
The SEC published updated Compliance and Disclosure Interpretations on the filing of Schedules 13D and 13G/Shareholder Engagement....more
3/28/2025
/ Asset Management ,
CDIs ,
Corporate Governance ,
Disclosure Requirements ,
Institutional Investors ,
Investment Management ,
Reporting Requirements ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Shareholders
The SEC rescinded Staff Legal Bulletin No. 14L and issued updated guidance on the exclusion of shareholder proposals under Rule 14a-8 and certain other aspects of Rule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 Securities and Exchange Commission has expanded the confidential filing options, including...more
Welcome to the latest edition of the Fenwick Securities Law Update. This issue contains updates and important reminders on...more
3/19/2025
/ Artificial Intelligence ,
CDIs ,
Corporate Governance ,
Delaware General Corporation Law ,
Diversity and Inclusion Standards (D&I) ,
EU ,
Form 10-K ,
Guidance Update ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals
The U.S. Securities and Exchange Commission (SEC) is intensifying its focus on transparency. The agency has its lens trained on insider trading policies, cybersecurity and AI disclosures, and other high-risk enforcement...more
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
2/10/2025
/ Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Investment Adviser ,
Investment Companies ,
Nasdaq ,
Proxy Season ,
Proxy Voting ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Activism
On Thursday, January 23, 2025, President Trump addressed the World Economic Forum in Davos, Switzerland, pledging that the United States will become “the world capital of artificial intelligence and crypto."...more
1/28/2025
/ Artificial Intelligence ,
Central Bank Digital Currency (CBDCs) ,
Cryptocurrency ,
Digital Assets ,
Executive Orders ,
FinTech ,
National Security ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Stablecoins ,
Trump Administration
The following new disclosure will be required in companies’ upcoming Forms 10-K (FY 2024) and/or proxy statements...more
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
1/2/2025
/ Benchmarks ,
C-Suite Executives ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Enforcement Actions ,
Institutional Shareholder Services (ISS) ,
Nasdaq ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Transparency ,
Voting Shares
The U.S. Securities and Exchange Commission (SEC) recently published its Fall 2024 Reg-Flex Agenda. The SEC updated the anticipated timing of the following rules...more
On December 17, the U.S. Securities and Exchange Commission announced it settled charges against fashion retailer Express, Inc. for failing to disclose $979,269 worth of perquisites and personal benefits provided to its...more
In August 2021, the SEC approved new board diversity rules requiring Nasdaq-listed companies (i) to include a board diversity matrix in their proxy statement or on their website and (ii) to disclose whether they have one...more
12/16/2024
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Minorities ,
Nasdaq ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Statutory Authority ,
Woman Board Members
On December 3, the U.S. Securities and Exchange Commission settled charges against biotherapeutics company Kiromic BioPharma, Inc., its former CEO, and its former CFO for failing to disclose material information about...more
Beginning December 18, Schedules 13D and 13G must be filed using an XML-based language.
Filers will have the option of (1) using a fillable web form that converts inputted disclosures into 13D/13G-specific XML or (2)...more
Welcome to the latest edition of Fenwick’s Securities Law Update....more
11/26/2024
/ Audit Committee ,
Corporate Governance ,
Disclosure Requirements ,
EDGAR ,
Enforcement Actions ,
Filing Requirements ,
Form 10-K ,
Glass Lewis ,
Independent Directors ,
PCAOB ,
Proxy Statements ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On October 22, 2024, the SEC charged two current reporting companies, Unisys Corp. and Check Point Software Technologies, and two former public companies, Mimecast Limited and Avaya Holdings Corp., with making materially...more
10/31/2024
/ Civil Monetary Penalty ,
Compliance ,
Corporate Counsel ,
Corporate Governance ,
Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Enforcement Actions ,
Form 8-K ,
Internal Controls ,
Misleading Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Security and Privacy Controls
On September 13, the SEC charged Zymergen Inc., a biotechnology company, with misleading IPO investors about the company’s market potential and sales prospects....more
On September 10, the SEC charged Keurig with making inaccurate statements regarding the recyclability of K-Cups.
According to the SEC’s order, in annual reports for fiscal years 2019 and 2020, Keurig stated that its...more
On September 25, the Securities and Exchange Commission (SEC) announced that it had charged 23 entities and individuals for failure to timely file Schedules 13D and 13G reports and Forms 3, 4, and 5. The SEC also charged two...more
On September 9, the SEC settled charges against seven public companies for violations of the whistleblower protection rule. According to the SEC’s orders, among other things, these companies violated Rule 21F-17(a) by...more
9/27/2024
/ Anti-Retaliation Provisions ,
Employer Liability Issues ,
Employment Contract ,
Employment Policies ,
Enforcement Actions ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Separation Agreement ,
Whistleblower Awards ,
Whistleblower Protection Policies ,
Whistleblowers
The Harvard Business Law Review recently published an article entitled “Insider Trading by Other Means” by an influential research group, which asserts that using the “J” (other) code in a Form 4 is highly correlated with...more
The following new SEC insider trading disclosures will be required in companies’ upcoming Forms 10-K (FY 2024) and/or proxy statements...more
With the end of the third quarter quickly approaching, companies may want to consider the following for their upcoming Quarterly Reports on Form 10-Q...more
9/17/2024
/ Artificial Intelligence ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Export Controls ,
Financial Statements ,
Form 10-Q ,
Interest Rates ,
Presidential Elections ,
Publicly-Traded Companies ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
Trade Relations
Companies impacted by CrowdStrike’s defective software update should consider the following long-term reporting implications...more