For those public companies soon to be receiving shareholder proposals for their upcoming annual shareholder meetings, please keep in mind that in September 2020, the SEC adopted amendments to Rule 14a-8. These amendments...more
On July 12, 2016, the US Department of Justice announced a record $11 million fine against an activist investment firm for improperly claiming an exemption from Hart-Scott-Rodino’s notification and waiting period provisions...more
7/19/2016
/ Acquisitions ,
Beneficial Owner ,
CDIs ,
Department of Justice (DOJ) ,
Exemptions ,
Hart-Scott-Rodino Act ,
New Guidance ,
Passive Activity ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholders
Yesterday, just in time for the start of the proxy season, the Securities and Exchange Commission published its eagerly-awaited guidance on two shareholder proposal exclusions – Rule 14a-8(i)(9) (“directly conflicts”...more
Similar to last year, there are no new disclosure requirements which need to be reflected in this year’s proxy statement; however, with ongoing shareholder activism and the desire of companies to communicate effectively with...more
1/13/2015
/ Bylaws ,
Corporate Governance ,
Equity Compensation ,
Executive Compensation ,
Glass Lewis ,
Greenhouse Gas Emissions ,
Initial Public Offering (IPO) ,
Institutional Shareholder Services (ISS) ,
Political Contributions ,
Proxy Season ,
Public Disclosure ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholder Proposals ,
Shareholders ,
Voting Rights
Unlike in past years, there are no new disclosure requirements which need to be reflected in this year’s proxy statement; however, with ongoing shareholder activism and the desire of companies to communicate effectively with...more
1/13/2014
/ Compliance ,
Conflict Mineral Rules ,
Disclosure ,
Dodd-Frank ,
Executive Compensation ,
Iran Sanctions ,
NYSE ,
Proxy Season ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholder Litigation ,
Shareholders