Fenwick’s Securities Law Updates

A breakdown of the Spring Reg Flex Agenda; the SEC chair's thoughts on “materiality overlay” for Regulation S-K and the shareholder proposal process; and key 2026 proxy season trends regarding reincorporation lead off this edition.

Proposed SEC offering reform, filer status and emerging growth company reforms, and changes to semiannual reporting; SEC plans to modernize IPOs and rescind climate-related disclosure rules; and Fenwick's survey of how tech and life sciences companies are thinking about optional semiannual reporting and Nasdaq's planned move to 23×5 trading hours—all in this edition.

Washington State banning noncompete agreements; State Street publishing its 2026 global proxy voting and engagement policy; the SEC shortening the minimum offering period for tender offers, approving Nasdaq’s 23/5 trading proposal, and submitting a semiannual reporting proposal to the White House; and more in this edition.

New (re-branded) Compliance and Disclosure Interpretations, the SEC taking heat over its No-Objection Policy, companies under fire for excluding shareholder proposals, and trends regarding board AI oversight lead off this edition!

SEC Compliance & Disclosure Interpretations (CDIs): Overview of newly released CDIs, including updated guidance on broker search timing under CDI 133.02.

New § 16(a) reporting requirements, a proposed SEC Public Company Advisory Committee, the Delaware Supreme Court's reinstating Elon Musk’s 2018 pay package, and more in this edition.

Form 10-K and S-8 filing reminders; a California climate disclosure law is paused; and SEC news on proxy guidelines, enforcement updates, and regulatory priorities round out this edition.

SEC relief amid the government shutdown, the future of shareholder precatory proposals, the Texas Stock Exchange approved, and more in this edition!

Risk Factor and Management’s Discussion and Analysis considerations for upcoming Form 10-Q filings

Risk factor and MD&A considerations for upcoming Form 10-Q filings, the updated SEC fee schedule, and other matters of interest, including a new SEC resource on capital markets activity round out our September 5 update.

Risk Factor and MD&A considerations for upcoming Form 10-Q filings, development in the litigation over SEC climate disclosure rules, updates on the GENIUS and CLARITY Acts, and more!

The SEC considers easing public company regulation; SEC staff issues a statement on crypto asset exchange-traded products; state law developments in Texas and California; and more in this edition!

Stock exchange rule changes, SEC interpretive guidance, increased FINRA fee caps, and the latest on the three-way tug-of-war among Delaware, Texas, and Nevada for incorporation supremacy—those issues and more in our latest Securities Law Update!

Form 10-Q and proxy statement disclosures, new SEC CDIs, more guidance on cryptocurrencies, updates to Delaware corporation law, and more round out this edition!

Proposed changes to Delaware General Corporation Law; a slew of SEC updates to confidential filing options, guidance, and Compliance and Disclosure Interpretations; and more!

Leadership shakeups at the SEC, Vanguard's 2025 proxy voting policy, SEC complaints against Elon Musk, charges against a restaurant-technology company for AI-washing, reminders on upcoming disclosure and compliance deadlines, and more!

Form 10-K and proxy statement disclosures, 2025 proxy voting policies from Glass Lewis, SEC's EDGAR Next adoption, PCAOB pausing NOCLAR rulemaking, and SEC charges for disclosure and oversight failures.

The SEC settled a raft of whistleblower charges, accused a biotech of misleading IPO investors, and approved a Nasdaq rule change, while California amended climate disclosure laws—plus important Form 10-Q and compliance reminders.

A federal court blocked the FTC’s noncompete ban; new Schedule 13G deadlines start September 30; SEC registration fees rise October 1; and the Investor Coalition for Equal Votes (ICEV) advises against dual-class structures for public companies.

The SEC delays key rulemaking until after the 2024 election; Texas and Pennsylvania courts split on FTC's noncompete ban; California proposes delaying climate bills; updates on NYSE/Nasdaq rules, Chevron Doctrine responses, and upcoming filing deadlines.

Nasdaq and SEC rule changes, Colorado's AI legislation, SEC commentary on new crypto laws, litigation updates, and trends in proxy season and diversity disclosures.