News & Analysis as of

Corporate Governance Securities and Exchange Commission (SEC) Conflicts of Interest

Mintz - Energy & Sustainability Viewpoints

Understanding ESG Ratings: Legal Insights & Perspectives

With environmental, social, and governance (ESG) principles garnering increased attention in corporate circles in recent years, there has been an accompanying rise in demand for analytical products that evaluate companies’...more

Holland & Knight LLP

A Summary and Early Analysis of SEC Final SPAC Rules

Holland & Knight LLP on

By vote of 3 to 2, the U.S. Securities and Exchange Commission (SEC or Commission) on Jan. 24, 2024, adopted new rules and amendments (SPAC Rules) pertaining to special purpose acquisition companies (SPACs), with the stated...more

Skadden, Arps, Slate, Meagher & Flom LLP

Real World Examples Where Conflicts Tainted a Deal Process, and Other Deals That Were Insulated From Conflicts

Sometimes when a board is considering a strategic transaction, it may find that a key figure who can influence the deal process — for example, a founder, controller or CEO-negotiator — has a potential conflict of interest....more

Davies Ward Phillips & Vineberg LLP

GOVERNANCE INSIGHTS 2023 - As the Pandemic Abates, Activists Advance: Shareholder Activism Rebounds in Canada

Canadian shareholder activism continued its post-pandemic resurgence into the first half of 2023. Emerging trends include the “activist swarm,” where multiple—yet uncoordinated—activists converge on a single target with...more

BCLP

Keep Track of Perquisites and Related Person Transactions: Recent Sec Enforcement Actions

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Over the past few years, the SEC has renewed its focus on public company failures to disclose perquisites  and related person transactions. As discussed under “Deeper Dive” below, most of the cases involve companies that...more

Goodwin

SEC Brings Suit Against Owner of BitTorrent, Inc., and Settles Claims With Celebrity Endorsers of Certain Crypto Tokens

Goodwin on

On March 22, 2023, the US Securities and Exchange Commission (SEC) filed a complaint in US District Court for the Southern District of New York against Justin Sun, the owner of BitTorrent, Inc., a file-sharing platform; three...more

Katten Muchin Rosenman LLP

SEC Proposes to Clear-Up Clearing Agencies' Governance to Mitigate Directors' Potential Conflicts of Interest

Clearing agencies registered with the Securities and Exchange Commission (SEC) will have to make governance changes to their boards of directors under a new rule proposed by the SEC on August 8, 2022....more

Parker Poe Adams & Bernstein LLP

To SPAC or Not to SPAC: How Is the SEC Answering That Question?

Last year saw a boom in the market for SPACs, or special purpose acquisition companies. Almost 250 SPACs raised more than $80 billion in initial public offerings (IPOs) during 2020. This trend did not let up as the calendar...more

BCLP

NYSE Further Revises Definition of Related Party Transactions

BCLP on

Reverses Position on $120,000 Threshold - On August 19, 2021, the New York Stock Exchange further revised its definition of a “related party transaction” to include the $120,000 quantitative threshold under Item 404 of...more

Goodwin

NYSE Amends Related Party Transaction Approval Requirements

Goodwin on

On August 19, 2021, the New York Stock Exchange amended its rules that require approval of related party transactions for NYSE-listed companies. This amendment, which is effective immediately, modifies an earlier amendment to...more

Morrison & Foerster LLP

Five Key Takeaways From The SEC’s Evolving Response To The SPAC Boom

Over the past year, the use of Special Purpose Acquisition Companies, or SPACs, to go public has skyrocketed. As The Wall Street Journal explained, “With interest rates on the floor and investors chasing young companies, this...more

Mintz - Securities & Capital Markets...

How Companies Can Prepare for SEC Proxy Advisor Reform

The SEC’s long-awaited final rules governing voting advice provided by proxy advisory firms such as Institutional Shareholders Service (ISS) and Glass Lewis (the “final rules”) became effective on November 2, 2020. The final...more

Jones Day

SEC Adopts Updates to Proxy Voting Advice Regime

Jones Day on

The Situation: On July 22, 2020, the U.S. Securities and Exchange Commission ("SEC") adopted final rule amendments to regulate proxy voting advice as part of its emphasis on modernizing the proxy process. The final SEC...more

WilmerHale

SEC Guidance for Private Fund Advisers

WilmerHale on

On June 23, 2020, the US Securities and Exchange Commission (SEC) Office of Compliance Inspections and Examinations (OCIE) issued a risk alert (Risk Alert) describing common deficiencies and compliance issues for...more

Dorsey & Whitney LLP

SEC to Discuss Proxy Adviser Regulation and Resubmission Thresholds for Shareholder Proposals at November 5, 2019 Open Meeting

Dorsey & Whitney LLP on

Yesterday the SEC announced the agenda for its upcoming open meeting to be held on Tuesday, November 5 at 10:00 a.m. EST. All SEC open meetings are webcast and a hyperlink to the webcast will be posted to www.sec.gov shortly...more

Dechert LLP

SEC Staff Withdraws Guidance on Proxy Firms and Holds Proxy Roundtable; Chairman Clayton Indicates that SEC Will Act in 2019

Dechert LLP on

In connection with the public roundtable on the proxy voting process (Roundtable) held by the staff of the Securities and Exchange Commission on November 15, 2018, the staff of the SEC’s Division of Investment Management (IM...more

McDermott Will & Emery

Corporate Law & Governance Update - June 2018

McDermott Will & Emery on

Executive Compensation Recoupment - The most recent development in the prominent University of Louisville Foundation controversy is the release of an independent analysis suggesting that its senior executive leadership was...more

Cadwalader, Wickersham & Taft LLP

2016 Year In Review: Corporate Governance Litigation And Regulation

2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more

Morrison & Foerster LLP

OCIE to Target Adviser Payments for Fund Distribution, Funds with “Alternative” Strategies and New Advisers

In an attempt to “increase transparency, strengthen compliance, and inform the public and the financial services industry about key risks,” the SEC’s Office of Compliance Inspections and Examinations (OCIE) published its 2013...more

Skadden, Arps, Slate, Meagher & Flom LLP

Planning for the 2013 Annual Meeting and Reporting Season

As companies prepare for the 2013 annual meeting and reporting season, we have compiled an overview of the corporate governance and disclosure matters that companies should consider as they draft this season’s disclosure...more

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