On April 10, 2025, the SEC’s Division of Corporation Finance (the Division) released a statement providing its views on disclosure requirements for Offerings and Registrations of Securities in the Crypto Asset Markets....more
4/25/2025
/ Corporate Governance ,
Cryptoassets ,
Digital Assets ,
Disclosure Requirements ,
FinCEN ,
Investment Contract ,
Offerings ,
Registration Statement ,
Regulation S-K ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
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
Some proxy advisors and institutional investors have made changes to their diversity policies and mandates, including the following ...more
3/31/2025
/ BlackRock ,
Board of Directors ,
Corporate Governance ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Glass Lewis ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Proxy Advisors ,
Proxy Voting ,
Shareholders ,
State Street ,
Vanguard
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The SEC rescinded Staff Legal Bulletin No. 14L and issued updated guidance on the exclusion of shareholder proposals under Rule 14a-8 and certain other aspects of Rule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
On February 26, 2025, the Commission announced that it has adopted a new omnibus package of proposals designed to “simplify EU rules, boost competitiveness, and unlock additional investment capacity.” Commission President...more
3/3/2025
/ Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
EU ,
European Parliament ,
Proposed Legislation ,
Reporting Requirements ,
Small and Medium-Sized Enterprises (SMEs) ,
Sustainability ,
Sustainable Business Practices ,
Taxonomy
On February 17, 2025, Senate Bill No. 21 was introduced in the Delaware State Senate to amend the Delaware General Corporation Law (DGCL)....more
2/24/2025
/ Acquisitions ,
Board of Directors ,
Business Entities ,
Complex Corporate Transactions ,
Controlling Stockholders ,
Corporate Governance ,
Delaware General Corporation Law ,
Directors ,
Fiduciary Duty ,
Interested Parties ,
Mergers ,
Proposed Amendments ,
Proposed Legislation ,
Safe Harbors ,
Shareholder Rights ,
Shareholders
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
This case stems from the proposed reincorporations of Tripadvisor, Inc. and Liberty TripAdvisor Holdings, Inc. from Delaware to Nevada, which were first presented to the corporations’ respective stockholders for approval in...more
2/7/2025
/ Appeals ,
Board of Directors ,
Corporate Governance ,
Corporate Misconduct ,
Corporate Restructuring ,
DE Supreme Court ,
Delaware ,
Enforcement Actions ,
Entire Fairness Standard ,
Fiduciary Duty ,
Securities Litigation ,
Shareholder Approval ,
Shareholders ,
TripAdvisor
On January 23, 2025, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin 122 (SAB 122), rescinding the controversial SAB 121....more
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
In December 2024, BlackRock released its updated U.S. proxy voting guidelines for benchmark policies. The changes will become effective as of January 2025. ...more
12/27/2024
/ BlackRock ,
Board of Directors ,
Corporate Governance ,
Directors ,
Equity Compensation ,
Executive Compensation ,
Guidance Update ,
Proxy Voting Guidelines ,
Stock Options ,
Sustainable Business Practices ,
Task Force on Climate-related Financial Disclosures (TCFD) ,
Voting Rights
Institutional Shareholder Services updated its Benchmark proxy voting policies on December 17—with updated policies generally applying to shareholder meetings taking place on or after February 1.
The updates for U.S....more
On Monday, the California Air Resources Board (CARB) issued an Information Solicitation to Inform Implementation of California Senate Bills 253 and 261, as amended by SB 219....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
As both public and private companies “doing business” in California with annual revenues above $1 billion prepare to comply with SB 253, CARB last week issued an important enforcement notice stating that it has elected to...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
In September 2024, the DOJ’s Criminal Division released an updated Evaluation of Corporate Compliance Programs (ECCP) guidance document to address emerging risks. The ECCP serves as a roadmap for how DOJ evaluates a company’s...more
10/22/2024
/ Anti-Retaliation Provisions ,
Chief Compliance Officers ,
Compliance ,
Compliance Management Systems ,
Department of Justice (DOJ) ,
Internal Controls ,
Pilot Programs ,
Whistleblower Awards ,
Whistleblower Protection Policies ,
Whistleblowers ,
White Collar Crimes
Less than a year after their adoption, California has amended two landmark corporate climate disclosure laws. The changes come after California Gov. Gavin Newsom on Friday signed Senate Bill 219 (SB 219), which provides...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
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
9/20/2024
/ Amended Legislation ,
Artificial Intelligence ,
Chevron Deference ,
China ,
Climate Change ,
Corporate Governance ,
Deadlines ,
Disclosure Requirements ,
Enforcement Actions ,
Export Controls ,
Filing Deadlines ,
Form 10-Q ,
Independent Directors ,
Initial Public Offering (IPO) ,
Nasdaq ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
US Trade Policies ,
Whistleblower Protection Policies ,
Whistleblowers