News & Analysis as of

Proxy Access Rule

Cooley LLP

Texas court jettisons NAM challenge to SEC’s proxy advisor rules

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Is it ok for an agency to change its mind? The Federal District Court for the Western District of Texas seems to think so—at least if the agency’s decision is “reasonable and reasonably explained.” So says this Order...more

Bradley Arant Boult Cummings LLP

Securities and Exchange Commission Issues New Universal Proxy Rules

Recent changes in the Securities and Exchange Commission (SEC) proxy rules will give shareholders the ability to vote for directors like never before. The new rules will require companies to provide universal proxy cards to...more

Fenwick & West LLP

SEC Announces Latest Amendments to Proxy Advisor Rules Will Not Be Enforced, Pending Additional Review

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Gary Gensler, the new chairman of the U.S. Securities and Exchange Commission, released a statement on June 1, 2021, directing SEC staff to consider revisiting its interpretation and guidance from September 2019 regarding the...more

Cadwalader, Wickersham & Taft LLP

COVID-19 Update: SEC Guidance on Shareholder Meetings and Filing Deadline Extensions in Light of COVID-19 Concerns

In light of the recent COVID-19 global outbreak, on March 13, 2020, the Securities and Exchange Commission provided guidance to assist issuers, shareholders and other market participants affected by COVID-19 with meeting...more

Skadden, Arps, Slate, Meagher & Flom LLP

Investment Management Update - January 2020

In this issue, we summarize regulatory, litigation and industry developments from October 2019 to early January 2020 impacting the investment management sector, including SEC action on use of derivatives by registered...more

Skadden, Arps, Slate, Meagher & Flom LLP

Proposed Amendments to the Federal Proxy Rules: Considerations for Closed-End Funds

On November 5, 2019, the Securities and Exchange Commission (SEC) issued two releases proposing a number of amendments to the federal proxy rules. The first would change certain procedural requirements relating to the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Economic Growth, Regulatory Relief, and Consumer Protection Act: Impacts on Investment Companies

The Economic Growth, Regulatory Relief, and Consumer Protection Act (Consumer Protection Act), signed into law on May 24, 2018, includes certain provisions that are particularly relevant to investment companies, both...more

Skadden, Arps, Slate, Meagher & Flom LLP

New Legislation Will Benefit Business Development Companies While Closed-End Funds Remain in Limbo

On March 23, 2018, President Donald Trump signed the Consolidated Appropriations Act of 2018 into law. This legislation includes the Small Business Credit Availability Act (SBCA), which contains numerous changes to...more

Stinson - Corporate & Securities Law Blog

ISS Updates FAQs on U.S. Proxy Voting Research and Policies

ISS has updated its frequently asked questions on U.S. Proxy Voting Research Procedures & Policies (Excluding Compensation-Related). New and updated questions include...more

Dechert LLP

Small Business Credit Availability Act: Increasing Capital and Flexibility for Business Development Companies

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Highlights - On March 23, 2018, President Trump signed the Small Business Credit Availability Act (the Act), which aims to increase the availability of funding to small to mid-sized private U.S. companies and startups by...more

Morrison & Foerster LLP

New Staff Guidance on Shareholder Proposals

On November 1, 2017, the Staff of the SEC’s Division of Corporation Finance released Staff Legal Bulletin No. 14I (“SLB 14I”), which provides new guidance on how the Staff will evaluate arguments for omission of a shareholder...more

Broker-Dealer Compliance + Regulation

The Guide to Social Media and the Securities Laws

The growing use of social media has created challenges for federal securities regulators, who must enforce antifraud rules that were written at a time when the prevailing technology was the newspaper. This Guide...more

Skadden, Arps, Slate, Meagher & Flom LLP

"US Corporate Governance: Will Private Ordering Trump Political Change?"

In the weeks following the U.S. presidential election, companies and investors enjoyed a stock market rally fueled by expectations concerning tax cuts, increased government spending and significant deregulation. While the...more

McDermott Will & Emery

Capital Markets & Public Companies Quarterly: 2016 Goes Out with a Bang

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As 2016 drew to an end, the US Securities and Exchange Commission (SEC) kept up its pace to close out a busy year. In addition to issuing proposed rules for universal proxies, the SEC released several new Compliance &...more

Mintz

Preparation for 2016 Fiscal Year-End SEC Filings and 2017 Annual Shareholder Meetings

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As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange...more

Dorsey & Whitney LLP

Shareholder Proposals Restricting Board/Management Access to Preliminary Voting Results May Be Excluded

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On January 6, 2017, the SEC Staff granted no-action relief that would allow companies to exclude shareholder proposals preventing management or the board from accessing preliminary voting results on uncontested matters prior...more

Stinson - Corporate & Securities Law Blog

First Proxy Access Nominee Rejected

GAMCO Asset Management Inc. made the news when it became the first to submit a nominee for National Fuel Gas’ board of directors using a proxy access by-law. National Fuel Gas has now rejected the nominee because the...more

Morrison & Foerster LLP

SEC Proposes Universal Proxy Cards for Contested Director Elections

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On October 26, 2016, the Securities and Exchange Commission (the “Commission”), in 2-1 vote, proposed revisions to its proxy rules that would require registrants and dissident shareholders to use universal proxy cards naming...more

Goodwin

SEC Staff Reiterates No-Action Position on Proxy Access Amendment Proposals

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The staff of the Division of Corporation Finance of the Securities and Exchange Commission has issued three additional responses to company no-action requests to exclude shareholder-proposed amendments to proxy access bylaw...more

Goodwin

Update on SEC Proxy Access No-Action Letters

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Recent SEC responses to no-action requests involving shareholder proposals seeking initial adoption of a proxy access bylaw confirm that the SEC staff is continuing to evaluate company requests to exclude these proposals from...more

Goodwin

Financial Services Weekly News - November 2016

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Editor's Note Voting Matters. Next week, we head to the polls to elect a new president of the United States and other government representatives. Voting is important because it allows registered citizens to cast their...more

Cozen O'Connor

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

Cozen O'Connor on

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

Sullivan & Worcester

SEC Proposes "Universal" Proxy Card for Contested Elections

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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

Stoel Rives LLP

In Case You Missed It - Interesting Items for Corporate Counsel - October 2016

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After a one-month hiatus, we find ourselves with much to catch up on. Brace yourself. The SEC . . . - announced, that it no longer requires Tandy language, generally an acknowledgment in SEC comment...more

Cooley LLP

Blog: The Financial CHOICE Act Would Dismantle A Whole Lot More In Dodd-Frank Than Just Financial Regulation

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by Cydney Posner There has been a fair amount of press regarding the Financial CHOICE Act, a new bill sponsored by Jeb Hensarling, Chair of the House Financial Services Committee. The actual bill has not yet been released,...more

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