Securities and Exchange Commission rulemaking continued at a brisk pace in the first quarter of 2023 as the Commission implemented several significant reporting and compliance regulations adopted in 2022. Final rules and...more
On November 28, 2022, the Securities and Exchange Commission (the SEC) published final clawback rules (the Final Rules) in response to the long-standing requirement under Section 954 of the Dodd-Frank Wall Street Reform and...more
On January 9, 2023, the Securities and Exchange Commission (“SEC”) issued a cease-and-desist order (the “Order”)1 charging McDonald’s Corporation (“McDonald’s”) and its ex-CEO, Stephen Easterbrook, with multiple disclosure...more
The Canadian Securities Administrators (CSA) recently published its eighth annual Review of Disclosure Regarding Women on Boards and in Executive Officer Positions (Year 8 Report) (the Review). The Review outlines the CSA's...more
On August 25, 2022, the Securities and Exchange Commission (SEC) adopted pay versus performance disclosure rules that will require public companies to provide extensive information that is intended to demonstrate the...more
On August 25, 2022, the Securities and Exchange Commission (the “SEC”) announced that it adopted a final rule requiring companies to disclose information that is intended to reflect the relationship between compensation paid...more
In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources. This...more
On August 25, 2022, the Securities and Exchange Commission (SEC) adopted its long-awaited pay versus performance (PvP) rules mandated by the Dodd-Frank Act of 2010.1 These rules amend the SEC’s existing executive compensation...more
We may learn as early as today whether a pending constitutional challenge to AB 979 will be going to trial in May. AB 979 is California's law requiring publicly held domestic and foreign corporations having their principal...more
The rules of the New York Stock Exchange (NYSE) and the Nasdaq Stock Market (Nasdaq) require that a majority of a listed company’s board of directors (board) must be comprised of “independent directors” and that vital board...more
Fenwick’s gender diversity survey provides unique insight into women’s participation at the most senior levels of technology and life sciences public companies on the Fenwick – Bloomberg Law Silicon Valley 150 List (SV 150)...more
The Situation: California's governor recently signed into effect a new law requiring public corporations whose principal executive offices are located in California to have a certain minimum number of individuals from...more
On September 30, Governor Jerry Brown (D) signed a new California law requiring female presence on boards of public companies headquartered in California. Under SB-826, all public companies listed on a major U.S. stock...more
The Situation: On November 2, 2017, the House Ways and Means Committee released its first draft of much-anticipated comprehensive U.S. tax reform legislation as the "Tax Cuts and Jobs Act." Chairman Brady’s markup of the bill...more
On December 8, 2016, the Securities and Exchange Commission’s (“SEC”) Division of Corporation Finance (the “Staff”) released several new compliance and disclosure interpretations (“C&DIs”) clarifying the definition of...more
Section 162(m) of the Internal Revenue Code (Code) limits, subject to certain exceptions, a public company’s federal income tax deduction for compensation paid to any “covered employee” to $1 million in any taxable year. A...more
The Securities and Exchange Commission (SEC) has adopted final rules under the Dodd-Frank Wall Street and Consumer Protection Act (the Dodd-Frank Act) to require U.S. public companies to disclose the ratio of the annual total...more