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Publicly-Traded Companies Guidance Update

Venable LLP

Court of Chancery Provides Further Guidance on Advance Notice Bylaw Amendments Amidst a Proxy Contest

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Hi In “a tale of wins and losses on both sides,” the Delaware Court of Chancery reiterated that advance notice bylaws adopted amid an approaching proxy contest are reviewed through the lens of enhanced judicial scrutiny to...more

Paul Hastings LLP

The SEC Adopts Cybersecurity Disclosure Regime for Public Companies

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On July 26, 2023, the U.S. Securities and Exchange Commission adopted enhanced disclosure requirements regarding cybersecurity risk management, strategy, governance and incident reporting for public companies. The final rules...more

Skadden, Arps, Slate, Meagher & Flom LLP

US Amends Sanctions Targeting Investments in Securities of Chinese Companies

On June 3, 2021, President Joe Biden issued Executive Order 14032 (EO 14032) amending and, in effect, recasting Executive Order 13959 of November 12, 2020 (EO 13959), which restricted U.S. persons from purchasing and selling...more

Barnea Jaffa Lande & Co.

Israel Securities Authority – What Constitutes Securities Fraud?

Barnea Jaffa Lande & Co. on

The Israel Securities Authority has published an updated legal staff position paper on securities fraud. In it, the ISA seeks to detail indicators which the ISA believes point to suspicions of securities fraud that justify...more

BCLP

UK COVID and Executive Remuneration: IA issues further guidance

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The Investment Association (IA) has published (i) additional guidance on shareholder expectations for executive remuneration in light of COVID; (ii) its 2021 Principles of Remuneration; and (iii) its statement on executive...more

A&O Shearman

New Disclosure Guidelines‘Perk-olating’

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It is well known that the impact of the COVID-19 pandemic on business operations has directly affected executive compensation decision-making and related disclosures. With this backdrop, the Securities and Exchange Commission...more

Dorsey & Whitney LLP

What Counts as a “Perk” During the COVID-19 Pandemic?

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Companies have offered benefits to employees, including executive officers, to enable them to continue their work and otherwise to make their lives easier during the COVID-19 pandemic. Now the SEC has released additional...more

Womble Bond Dickinson

SEC Adopts Final Rules for Proxy Advisors

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Firms that advise institutional advisers and institutional investors in the proxy voting process (“proxy advisors”) have gained prominence in recent years, but have also faced increased scrutiny regarding the accuracy and...more

Troutman Pepper

SEC Adopts Amendments to Provide Investors More Information on Proxy Voting Advice

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On July 22, the U.S. Securities and Exchange Commission (SEC) voted to adopt amendments (Amendments) to certain of its rules governing proxy solicitations under the Securities Exchange Act of 1934 (Exchange Act). The...more

Smith Anderson

Updated Guidance and Relief Extensions: Public Company Considerations as COVID-19 Continues

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Throughout the coronavirus (COVID-19) pandemic, the Securities and Exchange Commission (SEC) has continued to provide both substantive guidance and logistical relief to public companies as they navigate these unprecedented...more

Dorsey & Whitney LLP

SEC Supplements COVID-19 Disclosure Guidance Ahead of Second Quarter Reports

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The Securities and Exchange Commission continues to encourage public companies to provide disclosures that allow investors to evaluate the current and expected impact of COVID-19 through the eyes of management and to...more

McDermott Will & Emery

SEC Provides Further Guidance on Covid-19 Disclosure

On June 23, 2020, the Division of Corporation Finance (CF) and the Office of the Chief Accountant of the US Securities and Exchange Commission (SEC) released guidance that provides additional views on disclosure related to...more

Sullivan & Worcester

Updates to SEC Guidance on Shareholder Meetings and Filing Deadlines; NYSE and Nasdaq Provide Temporary Suspension of Continued...

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Since we first reported on Securities and Exchange Commission COVID-19-related relief and guidance regarding shareholder meetings and filing deadlines, the SEC staff has further updated its relief and guidance for public...more

Dorsey & Whitney LLP

SEC Updates Guidance on Shareholder Meetings Affected by COVID-19

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On April 7, 2020, the SEC updated its prior guidance for conducting shareholder meetings in light of COVID-19 concerns to address delays in printing and mailing of proxy materials and clarify that its guidance applies for...more

Dechert LLP

COVID-19: UK Tax Residence Risks for Offshore Funds and Related Entities – HMRC Update

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Following on from our recent OnPoint (COVID-19: UK Tax Residence Risks for Offshore Funds and Related Entities), HMRC has now published guidance on the corporate residence issues posed by COVID-19. ...more

King & Spalding

SEC Views Proxy Advice as Solicitation under Federal Proxy Rules

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The nation’s largest shareholder advisory firm, Institutional Shareholder Services Inc. (“ISS”), recently filed suit against the SEC over new guidelines meant to give investors more transparency into how proxy advisory firms...more

Snell & Wilmer

ISS Expands List of Egregious Equity Plan Factors

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As reported in prior blogs, Institutional Shareholder Services Inc. (“ISS”), a leading proxy advisory firm, uses a proprietary “Equity Plan Scorecard” approach to evaluate public company equity compensation plans and will...more

White & Case LLP

ISS Issues Proxy Voting Guidelines for the 2020 Proxy Season

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On November 11, 2019, Institutional Shareholder Services, Inc. (“ISS”) published its proxy voting guidelines updates (the “2020 Updates”) for the 2020 proxy season, effective for meetings on or after February 1, 2020. The...more

Foley Hoag LLP - Public Companies & the Law

SEC staff updates guidance on shareholder proposals

The SEC’s Division of Corporation Finance recently provided helpful clarity regarding the exclusion of certain shareholder proposals under Rule 14a-8.  The guidance, Staff Legal Bulletin No. 14K, relates to the “ordinary...more

Dorsey & Whitney LLP

SEC Adopts Guidance Impacting Voting Recommendations from Proxy Advisory Firms

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In two related releases issued on August 21, the SEC updated its guidance and interpretations to heighten the scrutiny given to the voting recommendations made by proxy advisory firms such as Institutional Shareholder...more

Dorsey & Whitney LLP

SEC Updates FAQs Regarding the Ongoing Government Shutdown

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On January 10, 2019, the Division of Corporation Finance of the Securities and Exchange Commission updated its Frequently Asked Questions (FAQs) about how to handle certain filing matters during the U.S. government shutdown,...more

Snell & Wilmer

Cybersecurity Disclosures: A 2018 Priority For Public Companies

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Dear clients and friends, For this edition of the Corporate Communicator, we summarize key considerations of an interpretative release from the SEC about the SEC’s views on companies’ disclosure obligations relating to...more

Eversheds Sutherland (US) LLP

The SEC wants companies to talk about cybersecurity

On February 21, 2018, the Securities and Exchange Commission issued an interpretive release1 providing important guidance to certain registrants on cybersecurity disclosure. Coming on the heels of dozens of high-profile...more

Bennett Jones LLP

Updated Guidance on Cybersecurity Disclosures from the SEC

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The U.S. Securities and Exchange Commission (SEC) published updated guidance on February 21, 2018, for how and when public companies should disclose cybersecurity risks and breaches. The SEC explains that the additional...more

Proskauer Rose LLP

SEC Issues Updated Guidance on Public Company Cybersecurity Disclosures

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On February 21, 2018, the Securities and Exchange Commission (SEC) issued an interpretive Commission Statement and Guidance on Public Company Cybersecurity Disclosures (the "Guidance") to assist public companies in meeting...more

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