News & Analysis as of

Board of Directors Guidance Update

Venable LLP

Court of Chancery Provides Further Guidance on Advance Notice Bylaw Amendments Amidst a Proxy Contest

Venable LLP on

Hi In “a tale of wins and losses on both sides,” the Delaware Court of Chancery reiterated that advance notice bylaws adopted amid an approaching proxy contest are reviewed through the lens of enhanced judicial scrutiny to...more

Skadden, Arps, Slate, Meagher & Flom LLP

UK-Listed Issuers Under Financial Stress Gain Latitude in Secondary Capital Raisings

As the U.K. faces what the Bank of England recently described as “very challenging” times, with the possibility of the U.K.’s “longest recession since records began,” issuers listed on the London Stock Exchange should pay...more

Bass, Berry & Sims PLC

SEC Staff Significantly Changes Guidance on Shareholder Proposals and Rescinds Prior Guidance

Bass, Berry & Sims PLC on

On November 3, Chairman Gary Gensler announced that the Staff (Staff) of the Securities and Exchange Commission’s (SEC) Division of Corporation Finance released SLB 14L (“new guidance”) regarding shareholder proposals....more

Society of Corporate Compliance and Ethics...

[Virtual Event] 2021 Atlanta Regional Compliance & Ethics Conference - August 13th, 8:25 am - 4:30 pm EDT

Our Virtual Regional Compliance Conferences provide updates on the latest news in regulatory requirements, compliance enforcement, and strategies to develop effective compliance programs. Watch, listen, and ask questions from...more

Health Care Compliance Association (HCCA)

[Virtual Event] 2021 Regional Healthcare Compliance Conference - Orlando, FL - January 29th, 8:25 am - 5:30 pm EST

Our Virtual Regional Healthcare Compliance Conferences provide updates on the latest news in regulatory requirement, compliance enforcement, and strategies to develop effective compliance programs. Watch, listen, and ask...more

McDermott Will & Emery

SEC Provides Further Guidance on Covid-19 Disclosure

On June 23, 2020, the Division of Corporation Finance (CF) and the Office of the Chief Accountant of the US Securities and Exchange Commission (SEC) released guidance that provides additional views on disclosure related to...more

Dechert LLP

COVID-19: UK Tax Residence Risks for Offshore Funds and Related Entities – HMRC Update

Dechert LLP on

Following on from our recent OnPoint (COVID-19: UK Tax Residence Risks for Offshore Funds and Related Entities), HMRC has now published guidance on the corporate residence issues posed by COVID-19. ...more

White & Case LLP

ISS Issues Proxy Voting Guidelines for the 2020 Proxy Season

White & Case LLP on

On November 11, 2019, Institutional Shareholder Services, Inc. (“ISS”) published its proxy voting guidelines updates (the “2020 Updates”) for the 2020 proxy season, effective for meetings on or after February 1, 2020. The...more

Foley Hoag LLP - Public Companies & the Law

SEC staff updates guidance on shareholder proposals

The SEC’s Division of Corporation Finance recently provided helpful clarity regarding the exclusion of certain shareholder proposals under Rule 14a-8.  The guidance, Staff Legal Bulletin No. 14K, relates to the “ordinary...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Staff Issues Additional Shareholder Proposal Guidance

On October 16, 2019, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14K (SLB 14K), providing updated guidance concerning shareholder...more

Stinson - Corporate & Securities Law Blog

SEC Provides Guidance on Diversity Disclosures

In two new Compliance and Disclosure Interpretations (Questions 116.11 and 133.13), the SEC staff provided guidance on disclosure of self-identified specific diversity characteristics of board members and board nominees. ...more

Morgan Lewis

SEC Staff Issues Guidance on Mutual Fund Distribution Arrangements

Morgan Lewis on

Recently issued SEC staff guidance reminds mutual fund directors of their obligations to evaluate fund payments to financial intermediaries and emphasizes investment advisers’ and other service providers’ obligation to...more

Foley & Lardner LLP

A Compilation of Enforcement and Non-Enforcement Actions

Foley & Lardner LLP on

Non-Enforcement - SEC Decides Against Mounting an Appeal in Koch Ruling - The July 2015 ruling by the D.C. Circuit Court in Koch v. SEC will apparently not be challenged by the SEC. The Court ruled in that...more

Proskauer - Not for Profit/Exempt...

IRS Encourages Private Foundations to Consider Charitable Purposes in Investing Its Assets

As we previously reported, the IRS has updated its guidance with helpful examples concerning program-related investments for private foundations. In its recently issued Notice 2015-62, the IRS provides further assurance that...more

Proskauer Rose LLP

SEC Issues Guidance on Personal Securities Transactions Reporting

Proskauer Rose LLP on

On June 26, 2015, the Securities and Exchange Commission (SEC) issued a guidance update on Rule 204A-1 of the Investment Advisers Act of 1940 (Advisers Act). Rule 204A-1 requires, among other things, certain advisory...more

McAfee & Taft

OIG issues additional guidance to healthcare boards regarding compliance efforts and oversight

McAfee & Taft on

The Office of the Inspector General (OIG) of the U.S. Department of Health and Human Services, together with leading legal, audit and compliance collaborators, recently issued the fourth in a series of publications providing...more

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