Board of Directors Securities & Exchange Commission

News & Analysis as of

SEC Commissioner Stein On “Short-termism” and Corporate Boards

Two issues of continued importance to shareholders and the U.S. capital markets were recently discussed by SEC Commissioner Kara Stein. One the Commissioner called “short-termism” while the other focuses on the composition of...more

SEC Staff Responds to Frequently Asked Questions on 2014 Money Market Reform Release, Including Valuation Guidance

On April 22, 2015, the Securities and Exchange Commission (“SEC”) staff released guidance, titled “2014 Money Market Fund Reform Frequently Asked Questions,” that discusses various interpretive issues arising from the SEC’s...more

Third Circuit Lets Wal-Mart Exclude Firearms Proposal Under the “Ordinary Business Operations” Exception

On April 14, 2015, the U.S. Court of Appeals for the Third Circuit summarily reversed a troubling decision of the Federal District Court in Delaware that required Wal-Mart to include in its 2015 proxy materials a shareholder...more

"Wal-Mart Wins Appeal of Shareholder Proposal Decision"

The U.S. Court of Appeals for the Third Circuit issued a decision on April 14, 2015 that reversed a U.S. District Court opinion and vacated a permanent injunction that would have required Wal-Mart Stores, Inc. to include a...more

Stockholder access to nominate directors gains momentum in 2015 proxy season

Years of regulatory snarls and courtroom battles have left a complex, intertwined state and federal regulatory patchwork for proxy statements that has resulted in split approaches for stockholder proposals on one hand and...more

SEC Charges Directors, Officers and Major Investors for Failing to Update Disclosures Prior to Announcements of Going Private...

On March 13, 2015, the U.S. Securities and Exchange Commission announced settlement proceedings against officers, directors, and major shareholders of several companies that were recently taken private for failing to update...more

More “Broken Windows”: SEC Charges Schedule 13D Filers with Disclosure Violations for Failing to Update Ownership Reports

When a significant stockholder in a publicly-held company is considering plans to take the company private, how soon must the stockholder disclose those plans in a Schedule 13D filing?...more

SEC Charges 13D Filers With Failure to Disclose Going Private Plans

It’s well known that Federal securities laws require beneficial owners to promptly file an amendment when there is a material change in the facts previously reported by them on Schedule 13D, commonly referred to as a...more

Proxy Access Developments: ISS Issues FAQs on Voting Policies and Several Companies Voluntarily Adopt Proxy Access Bylaws

On February 20, (ISS) published long-awaited FAQs clarifying its voting policies on proxy access proposals that would allow investors to include director nominees in the company’s proxy materials....more

SEC Proposes Hedging Policy Disclosure Rule

The SEC has proposed a rule that would require new hedging policy disclosure by companies that are subject to SEC proxy rules. The proposed rule would in most cases expand the hedging policy disclosure currently provided by...more

SEC Proposes Disclosure Rule for Hedging Transactions by Directors, Officers and Employees

On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) issued a proposed rule that, if adopted, would require public companies to disclose in annual proxy statements whether their employees and board members...more

SEC Proposes Equity Hedging Disclosure Rules under Dodd-Frank

On February 9, 2015, the Securities and Exchange Commission (the “SEC”) proposed long-awaited equity hedging disclosure rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010...more

SEC Proposes Rule Requiring Hedging Disclosure

On February 9, 2015, the Securities and Exchange Commission (the “Commission”) proposed amendments to its rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”),...more

Sandy Hook Parents and Securities Law Professors Support Trinity Wall Street; Wal-Mart Replies

A group comprised of parents whose children or spouses were victims in the Sandy Hook tragedy, together with the Law Center to Prevent Gun Violence, have filed a brief in support of Trinity Wall Street in a case where...more

2015 Proxy Season: What to Expect

As we approach this year’s proxy season, it is a good time to reflect on last year’s developments and to plan for this year’s hot topics. A Look Back - In addition to reviewing your own shareholder voting results...more

SEC Proposes Hedging Disclosures Regarding Directors, Officers and Employees

The SEC has proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as codified in Section 14(j) of the Exchange Act, which requires annual meeting proxy statement disclosure...more

Withdrawal of Whole Foods No-Action Letter Leaves a Hole in Proxy Access Proposal Defense

On January 16, 2015, the Securities and Exchange Commission (SEC) announced that, for the 2015 proxy season, the Division of Corporation Finance will not express any views as to whether a company may exclude a shareholder...more

SEC Reverses Course on Proxy Exclusions for Certain Shareholder Proposals

Much is being made of the January 16th statement by SEC Chair Mary Jo White regarding a company’s ability to exclude a shareholder proposal from its proxy statement based on Rule 14a-8(i)(9), which allows exclusion when a...more

The SEC’s Rule 14a-8 Process Just Became Even More Pointlessly Outré

Yesterday, Broc Romanek posted on SEC Chair Mary Jo White’s Friday surprise with respect the no-action letter request submitted by Whole Foods Market, Inc. Readers may recall that in December Whole Foods had obtained the...more

The Marx Brothers Mirror Scene: Absurdity and Comments by a SEC Commissioner

I continue my Marx Brothers’ themed week by today looking at what I and many others believe to be their most cherished routine: the Mirror Scene. Danny Leigh, in his article in the Financial Times (FT), entitled “Souped-up...more

Blog: Whole Foods proxy access saga continues

In her NYT column this past Sunday, Gretchen Morgenson provides an interesting update on the saga of James McRitchie’s proxy access proposal submitted to Whole Foods....more

Trinity Wall Street v. Wal-Mart Stores, Inc. Provides New (But Limited) Guidance on the Ordinary Business Exception to Rule 14a-8

A tenet of corporate law is that directors—not shareholders—manage a company's business and affairs. Recognizing that proposals adopted through the Rule 14a-8 process could allow shareholders to intrude on matters...more

Commissioner Gallagher Posits SEC Would Prevail Against Harvard University

Just this week, Commissioner Daniel M. Gallagher and former Commissioner Joseph A. Grundfest issued a draft of a paper that takes on the Harvard Shareholder Rights Project. The Harvard SRP describes itself as “a clinical...more

SEC Commissioner Wonders Whether Harvard Violated Securities Laws

SEC Commissioner Daniel M. Gallagher and Joseph A. Grundfest, Stanford Law School, Rock Center for Corporate Governance, have just published a paper titled “Did Harvard Violate Federal Securities Law? The Campaign Against...more

SEC Grants No-Action Relief to Whole Foods to Exclude Proxy Access Shareholder Proposal

On December 1, 2014, the staff of the Securities and Exchange Commission granted no-action relief to Whole Foods Market regarding its request to omit a shareholder proposal from its proxy materials pursuant to Rule...more

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