Daily Compliance News: April 24, 2025, The Made in Malaysia Edition
Innovation in Compliance - Key Board Issues Going Forward with Christina Bresani
This Week in FCPA-Episode 77, the Home for the Holidays Edition
Preparing a Company to Deal With Activist Investors
Why Every Day Is Proxy Season for Public Companies
Welcome to the Daily Compliance News. Each day, Tom Fox, the Voice of Compliance, brings you compliance-related stories to start your day. Sit back, enjoy morning coffee, and listen to the Daily Compliance News. All, from the...more
The biotech mergers and acquisitions market faces significant headwinds in the first half of 2025. These challenges include frozen capital markets, regulatory uncertainty at the Food and Drug Administration (FDA) and...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
On March 28, 2025, the U.S. District Court for the Southern District of New York (SDNY) held that it was legal under the Investment Company Act of 1940 (1940 Act) for a closed-end fund to use a shareholder rights plan...more
When I was in-house, one of the nerve-wracking aspects of the annual shareholders meeting was bracing yourself for the unexpected. Preparing as much as you can for something unexpected is a good idea – and one way to do that...more
In our earlier blog post, we discussed Staff Legal Bulletin 14M (SLB 14M), which rescinded prior Staff Legal Bulletin 14L (SLB 14L). The staff of the US Securities and Exchange Commission (SEC) indicated that SLB 14M is...more
On February 12, 2025, the U.S. Securities and Exchange Commission's ("SEC") Division of Corporation Finance published Staff Legal Bulletin No. 14M ("SLB 14M") relating to the application of the shareholder proposal rules and...more
On February 12, 2025, the Division of Corporation Finance (Staff) of the US Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14M (SLB 14M) concerning shareholder proposals for public company proxy...more
In June 2023, then-Commissioner Mark Uyeda (currently, Acting Chair) spoke to the Society for Corporate Governance 2023 National Conference on the topic of shareholder proposals under Rule 14a-8. Alluding to the frequent...more
On February 12, 2025, the Division of Corporate Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) issued new guidance on Rule 14a-8 shareholder proposals, which comes one day after the Staff...more
Our M&A team is honored to have represented clients in some of the most compelling transactions in 2024, from advising the iconic rock band KISS and its co-founders Gene Simmons and Paul Stanley in the sale of all assets...more
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
2024 was a prolific year for activists, with 243 campaigns launched globally – the highest number since 2018. US activity was up modestly, and a busy year in Asia offset a quieter year in Europe. With the 2025 proxy season in...more
Public companies always have an abundance of priorities to address, and defending against shareholder activism is increasingly at the top of the agenda. Across industries and market caps, today's activists are more aggressive...more
Corporate crises happen—and that means we have to plan for them. While it isn’t practical to prepare for every possible corporate crisis, there are steps that boards and management teams can take to be better prepared. In...more
Despite a strong start to the year, activist activity in Canada in 2024 tapered to pre-pandemic levels. This reversion to more historic annual totals follows a notable resurgence of shareholder demands directed at Canadian...more
Over the last five years, stockholder activism has undergone significant transformation, shaped by changing market conditions, regulatory developments, and evolving societal expectations. Activism has continued to spread...more
At what point has a director served too long? What about term limits? A mandatory retirement age? When do a director’s skills become stale? These issues are addressed in this issue of The Informed Board, as well as why proxy...more
U.S. activism remained elevated through the third quarter of 2024, with board refreshment a consistent demand by activists year after year. Central to the activists’ demands for board refreshment is director tenure....more
On November 14, 2024, a panel of the U.S. Court of Appeals for the Fifth Circuit affirmed the SEC’s ability to intervene in shareholder proposals under Rule 14a-8 of the Securities Exchange Act of 1934 (“Rule 14a-8...more
SEC Penalizes Director for Misleading D&O Questionnaire Response - The SEC recently brought an enforcement action against a director for causing violations of the proxy rules by failing to disclose a close personal...more
A recent monumental decision of the Delaware Supreme Court (Court), dubbed a “first-of-it-kind” ruling by Bloomberg Law, provides clarity for both public companies looking to amend their bylaws and shareholder activists who...more
The title of PwC’s new 2024 Corporate Directors’ Survey, Uncertainty and transformation in the modern boardroom, might clue you in to one of its themes: uncertainty—anxiety?—arising out of the looming election. According...more
In this program, we will focus on SEC developments affecting, and practical aspects of preparing for, public companies’ annual meetings and annual reports, including compensation, shareholder proposals and corporate...more
In our latest round-up of developments in ESG for UK clients, we cover the following topics: Shareholder activism continues FCA's green labelling rules – deadline for implementation delayed Environmentalists step on the gas:...more