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Corporate Governance Securities Regulation New Guidance

BCLP

SEC Staff Issues Guidance for Reporting Cybersecurity Incidents Under Item 1.05 Versus Item 8.01 of Form 8-K

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On May 21, 2024, the Director of the SEC’s Division of Corporation Finance issued a statement providing guidance on the use of Item 1.05 of Form 8-K to disclose cybersecurity incidents....more

Mayer Brown Free Writings + Perspectives

NYSE Issues 2024 Listed Company Compliance Guidance Memo

The New York Stock Exchange (“NYSE”), through the NYSE Regulation staff, has issued its annual Listed Company Compliance Guidance Memo for 2024 (“Memo”), which informs NYSE-listed companies of new matters, including the...more

Latham & Watkins LLP

SEC Adopts Rules and Guidance on SPACs

Latham & Watkins LLP on

On January 24, 2024, the SEC adopted rules and guidance to impose a variety of new requirements on SPACs. The effective date of the rules is 125 days after publication in the Federal Register, an unpredictable process that...more

Mayer Brown

DOJ and FBI Announce Guidance on Seeking Delays in SEC 8-K Filings for Cyber Incidents

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On December 12, 2023, the Department of Justice (DOJ) issued guidelines for companies to follow in requesting that the Attorney General authorize delays of cyber incident disclosures required by the U.S. Securities and...more

Mayer Brown Free Writings + Perspectives

2023 Listed Guidance for NYSE and NYSE American Issuers

On January 17, 2023, the annual NYSE Guidance Memo and NYSE American Guidance Memo (each, a “Guidance Memo” and collectively, the “Guidance Memos”) were released. The Guidance Memos highlighted policies significant and...more

Mayer Brown Free Writings + Perspectives

SEC Staff Provides New Universal Proxy Guidance

On December 7, 2022, the Staff of the Securities and Exchange Commission issued three Compliance and Disclosure Interpretations that address the universal proxy rules.  These are included in the Staff’s Proxy Rules and...more

Mayer Brown Free Writings + Perspectives

20 Years of Sarbanes-Oxley

On July 27, 2022, SEC Chair Gary Gensler gave remarks at the Center for Audit Quality entitled “Sarbanes-Oxley at 20: The Work Ahead.” Chair Gensler highlighted, among other things, impacts on auditing standards,...more

Stinson - Corporate & Securities Law Blog

SEC Reverses Course on Shareholder Proposals

The SEC Division of Corporation Finance announced it has rescinded Staff Legal Bulletin (“SLBs”) Nos. 14I, 14J and 14K after a review of staff experience applying the guidance in them.  Public companies relied on the guidance...more

Fenwick & West LLP

SEC Adopts Guidance Likely to Lead to More Policy-Related Shareholder Proposals

Fenwick & West LLP on

On November 3, 2021, the Staff of the Securities and Exchange Commission’s Division of Corporation Finance issued Staff Legal Bulletin No. 14L (the New SLB), which will make it more difficult for companies to exclude social...more

Vinson & Elkins LLP

Back to the Future: The SEC Radically Alters Rule 14a-8 Interpretive Guidance

Vinson & Elkins LLP on

Things are getting interesting, and the shareholder proposal and annual meeting season has only barely kicked off. On Wednesday, November 3, the Division of Corporation Finance (the “Division”) of the Securities and Exchange...more

Mayer Brown Free Writings + Perspectives

SEC Staff Issues Legal Bulletin Announcing Shift in Shareholder Proposal Review Process Ahead of 2022 Proxy Season

On November 3, 2021, the staff of the Division of Corporation Finance (Staff) of the US Securities and Exchange Commission (Commission) issued Staff Legal Bulletin No. 14L (SLB 14L), providing information regarding the...more

Opportune LLP

SEC Throws Wrench In SPAC Boom

Opportune LLP on

On April 12, 2021, the U.S. Securities and Exchange Commission (SEC) issued guidance directed at the accounting for warrants utilized by many special purpose acquisition companies (SPACs). Significant valuation work and...more

Hogan Lovells

SEC tightens procedural requirements and resubmission thresholds for shareholder proposals

Hogan Lovells on

The SEC recently adopted amendments to Rule 14a-8 under the Securities Exchange Act of 1934 to tighten the requirements that govern the initial submission and resubmission of shareholder proposals for inclusion in a company’s...more

Kramer Levin Naftalis & Frankel LLP

SEC Adopts Amendments to Shareholder Proposal Rule

On September 23, the Securities and Exchange Commission adopted amendments to the “shareholder proposal rule” set forth in Rule 14a-8 of the Securities Exchange Act of 1934, which governs the process for a shareholder to have...more

Cozen O'Connor

SEC Adopts Amendments to Modernize Shareholder Proposal Rules

Cozen O'Connor on

On September 23, 2020, the Securities and Exchange Commission (SEC) adopted amendments to modernize Rule 14a-8, which governs the process for shareholder proposals to be included in a company’s proxy statement. ...more

Mayer Brown Free Writings + Perspectives

SEC Amends Shareholder Proposal Rule

On September 23, 2020, the US Securities and Exchange Commission (SEC) adopted amendments to Rule 14a-8 promulgated under the Securities Exchange Act of 1934 (Rule 14a-8). The SEC initially proposed amendments to Rule 14a-8...more

Stinson - Corporate & Securities Law Blog

SEC Modifies Shareholder Proposals Framework

On September 23rd, the Commission adopted rules altering the shareholder proposals submission (and re-submission) framework under Rule 14a-8 of the Exchange Act for the first time in over twenty years....more

Stinson - Corporate & Securities Law Blog

SEC Sets Disclosure Expectations on IP Risks Associated with International Operations

The SEC has issued new guidance it believes will assist public companies both in assessing materiality and in drafting disclosure related to risks to technology and intellectual property that may result from conducting...more

Hogan Lovells

SEC staff announces changes to processing of shareholder proposal no-action requests

Hogan Lovells on

The SEC’s Division of Corporation Finance recently announced changes to its process for responding to no-action requests that seek exclusion from proxy materials of shareholder proposals submitted under Exchange Act Rule...more

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