Board of Directors Securities & Exchange Commission

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Reminders for US Public Companies for the 2017 Annual Reporting and Proxy Season

This memorandum outlines certain considerations for US public companies in preparation for the 2017 annual reporting and proxy season. Part I of this memorandum discusses new developments and practical action items for the...more

Corporate Communicator - 2017 Annual Meeting Season

Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more

Compliance Expertise Needed on the Board

This week I have been exploring the different types compliance committee’s which an organization can utilize to help effect a best practices compliance program. I have written about compliance committee’s at the Board of...more

When A Majority Won’t Suffice

For California corporations, the general rule is that an act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board. Cal. Corp. Code §...more

"Matters to Consider for the 2017 Annual Meeting and Reporting Season"

Each company faces important decisions in preparing for its 2017 annual meeting and reporting season. Once again, we have prepared a checklist of essential areas on which we believe companies should focus as they plan for the...more

Forecasting, Risk Management and Compliance

When I was in the corporate world, I cannot begin to recall the number of times senior management had an overly optimistic forecast regarding some transaction; whether the transaction was the purchase of a smaller company, a...more

US Securities and Exchange Commission Proposes Amendments to Require Use of Universal Proxy Cards

The US Securities and Exchange Commission voted to propose amendments to the proxy rules to require parties in a contested election to use universal proxy cards that would include the names of all board of director nominees....more

SEC Proposes Universal Proxy Cards in Contested Elections

On October 26, 2016, the SEC proposed amendments to the proxy rules that would require the use of universal proxies in all non-exempt solicitations in contested elections of directors. The focus of the SEC proposal is to...more

SEC Proposes Requirement for Universal Proxies in Contested Director Elections

On October 26, 2016, the Securities and Exchange Commission (SEC) proposed amendments to the proxy rules (the “Proposal”) that would mandate the use of universal proxy cards in non-exempt proxy solicitations for contested...more

SEC Proposes Rules to Adopt Universal Proxy Cards in Contested Director Elections

At an open meeting held on October 26, 2016, the Securities and Exchange Commission (SEC) voted two to one to propose amendments for the mandatory use of universal proxy cards and additional voting options and disclosure...more

Blog: Will “universal proxy” make it to the finish line?

With Congress and the Presidency soon to be under Republican control, it would not be surprising, unless the SEC acted with unusual speed, if the universal proxy rules never went into effect. Commissioner Piwowar, a...more

SEC Announces Proposal to Require Universal Proxy Cards in Contested Elections

The SEC (by a 2-1 vote) has proposed amendments to the proxy rules that would mandate the use of a system of universal proxy cards in contested director elections. Universal proxy cards would include the names of both company...more

(Proxy) Voting Made Easy?

The SEC recently proposed amendments to the proxy voting rules to require parties in a contested election to use universal proxy cards that would include the names of all board of director nominees. This proposed change would...more

SEC Proposes Rules for Requiring Universal Proxy Cards in Contested Director Elections

During its open meeting last week, the Securities and Exchange Commission (SEC) voted to propose amendments to the federal proxy rules to require the use of universal proxy cards for all annual or special meetings with...more

The SEC's Proposed Universal Proxy Rule: Beneficial to Shareholders or Tilting the Result toward Activist Investors?

Under current law and practice, a shareholder of a public company that is asked to vote in a contested election of directors where a slate of directors had been proposed by the company and an activist investor would likely...more

SEC Proposes Rules on Universal Proxies

On October 26, 2016, the SEC proposed amendments to the proxy rules to require parties in a contested election to use universal proxy cards that would include the names of all board nominees. The amendments would thus allow...more

SEC Proposes Rules to Require Universal Proxy Cards and other Changes

As SEC Chair Mary Jo White indicated in a June 2015 speech at the Society of Corporate Secretaries and Governance Professionals National Conference in Chicago, the SEC has now proposed new rules to modify the venerable proxy...more

SEC Proposes Universal Proxies in Proxy Contests

On October 26, 2016, the Securities and Exchange Commission (SEC) released proposed rules that would require the use of “universal” proxies in connection with contested elections of directors. If adopted, these rules would...more

SEC Proposes to Require Universal Proxies; Adopts Final Rules to Facilitate Intrastate Offerings

On October 26, 2016, the Securities and Exchange Commission (SEC) proposed amendments to the proxy rules to require parties in contested elections to use universal proxy cards that would include the names of all board of...more

SEC Proposes Universal Ballots in Contested Elections

On October 26, 2016, in a split vote, the SEC proposed the mandated use of universal ballots in contested director elections at annual meetings. The proposed rules were controversial even before they were proposed – the House...more

SEC Proposes Rules on Universal Proxy and Voting Options

The SEC has proposed amendments to its proxy rules that would require the use of universal proxy cards in contested director elections, and would change the rules governing disclosure of shareholder voting options and...more

SEC Proposes Amendments to Require Use of Universal Proxy Cards

The U.S. Securities and Exchange Commission, in a 2-1 vote1, proposed amendments on October 26, 2016 to the proxy rules that would require public companies to include director candidates nominated by a dissident shareholder...more

"SEC Proposes Rule Amendments to Require Universal Proxy Cards"

On October 26, 2016, the U.S. Securities and Exchange Commission (SEC) voted 2-to-1 to propose amendments to the proxy rules that would require the use of universal proxy cards in contested elections. The proposed changes, if...more

SEC Proposes "Universal" Proxy Card for Contested Elections

The SEC today proposed amendments to the proxy rules to require parties in a contested election to use universal proxy cards that would include the names of all director nominees. The proposal gives shareholders the ability...more

SEC and DOJ Charge Board Member with Trading on Inside Information . . . During a Board Meeting

On Friday, the SEC filed a complaint against James C. Cope, a former member of the Executive Committee of Pinnacle Financial Partners’ (“PFP”) board of directors, alleging that he engaged in insider trading. The same day,...more

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