News & Analysis as of

Securities and Exchange Commission (SEC) Voting Rights

Holtzman Vogel Baran Torchinsky & Josefiak

In Compliance: Holtzman Vogel's August 2024 Round-Up

Eighth Circuit Invalidates Missouri's Two-Year Lobbying Ban for Former Legislators and Staffers - The Eighth Circuit Court of Appeals invalidated a Missouri state constitutional amendment that imposed a two-year lobbying...more

Skadden, Arps, Slate, Meagher & Flom LLP

Investment Management Update - February 2024

In this issue, we cover regulatory developments from the fourth quarter of 2023 impacting the investment management sector, including the use of shareholder rights plans as an alternative to state control share statutes....more

Fenwick & West LLP

Proxy Advisors Update Voting Guidelines for 2023 Focusing on Board Diversity, Officer Exculpation and ESG Oversight

Fenwick & West LLP on

Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy advisors in the United States, have announced updates and clarifications for their voting guidelines for the 2023 proxy season. Their voting...more

Akin Gump Strauss Hauer & Feld LLP

ISS Aims to Apply Additional Climate Change Voting Guidelines

On Thursday, November 4, proxy advisory firm Institutional Shareholder Services (ISS) launched an open comment period on 16 proposed policy changes. The request for comment grouped the proposed changes within five general...more

Faegre Drinker Biddle & Reath LLP

Securities and Exchange Commission Adopts Final Fund of Funds Rule

The Securities and Exchange Commission (SEC) adopted on October 7, 2020 Rule 12d1-4 (final rule) and other amendments under the Investment Company Act of 1940, as amended (1940 Act), which streamline and enhance the...more

Dechert LLP

Newsflash: SEC Adopts Changes to Regulatory Framework of Fund of Funds Arrangements

Dechert LLP on

On October 7, 2020, the Securities and Exchange Commission voted to adopt Rule 12d1-4 under the Investment Company Act of 1940 and related amendments to the regulatory framework governing funds that invest in other funds...more

Skadden, Arps, Slate, Meagher & Flom LLP

Withdrawal of Prior SEC Staff Letter on Control Share Statutes Clears Way for Closed-End Funds

On May 27, 2020, the staff of the Division of Investment Management (Staff) of the Securities and Exchange Commission (SEC) issued a statement regarding the intersection between state control share acquisition statutes...more

Morrison & Foerster LLP

Newly Released SEC Statement Permits Closed-End Funds’ Reliance On Control Share Acquisition Statutes As Defensive Measure

On May 27, 2020, the staff of the SEC’s Division of Investment Management (the “Division”) issued a new statement (the “Staff Statement”) addressing the intersection between state control share acquisition statutes and the...more

Ballard Spahr LLP

SEC Grants No-action Relief Relaxing Captain In-person Board Voting Requirements

Ballard Spahr LLP on

On February 28, 2019, the Division of Investment Management of the Securities and Exchange Commission issued a no-action letter to the Independent Directors Council (IDC) granting no-action relief to certain situations where...more

Dechert LLP

SEC Proposes Changes to Regulatory Framework of Fund of Funds Arrangements and Requests Comments on Potential Changes to AFFE...

Dechert LLP on

The Securities and Exchange Commission voted on December 19, 2018 to propose Rule 12d1-4 (proposed rule) and related amendments to the regulatory framework governing funds that invest in other funds (“fund of funds”...more

Proskauer - Tax Talks

Division of Corporate Finance Releases Updated C&DIs

Proskauer - Tax Talks on

On May 11, 2018, the Securities and Exchange Commission’s Division of Corporate Finance (the “Division”) released new Compliance and Disclosure Interpretations (“C&DIs”) comprising the Division’s new interpretations of the...more

Mintz - Securities & Capital Markets...

SEC’s Investor Advisory Committee Airs Concerns Over Multi-Tiered Offerings Following Snap’s IPO

Snap Inc., which debuted on the New York Stock Exchange (NYSE) on March 2nd, was the largest tech IPO since Alibaba went public in 2014. Initially priced at $17 per share, the share price jumped to more than $24 by the end of...more

Cooley LLP

Blog: SEC Committee Discusses Multi-Class Common

Cooley LLP on

An interesting topic of discussion at a meeting last week of the SEC’s Investor Advisory Committee was “unequal voting rights of common stock” — the trend over the last decade (plus) for a small number of IPO companies,...more

Sheppard Mullin Richter & Hampton LLP

SNAP IPO Debuts On NYSE

SNAP Inc., the parent company of Snapchat, went public yesterday with a valuation of approximately $33.4 billion. The Company raised $3.4 billion at $17 per share, and is now trading well above the IPO price. While SNAP has...more

Goodwin

Financial Services Weekly News - December 2016

Goodwin on

Editor's Note - OCC to Move Forward with Federal FinTech Charter. In a development foreshadowed in the April 6, June 29 and September 14 editions of the Roundup, on December 2, the Office of the Comptroller of the...more

Dorsey & Whitney LLP

SEC Proposes Universal Ballots in Contested Elections

Dorsey & Whitney LLP on

On October 26, 2016, in a split vote, the SEC proposed the mandated use of universal ballots in contested director elections at annual meetings. The proposed rules were controversial even before they were proposed – the House...more

Morrison & Foerster LLP - JOBS Act

SEC Revises C&DI on Selling Securityholder Disclosure

On July 26, 2016, the SEC revised Question 140.02 of its Compliance and Disclosure Interpretations (“C&DIs”) on Regulation S-K, pertaining to selling securityholder disclosure. Revised Question 140.02 states that a...more

Mintz - Securities & Capital Markets...

Happy Public Float Day!

If you are a year-end company, today is the end of your second fiscal quarter, which means that it’s just about time to calculate your public float to see if your reporting status has changed. Here are a few things to...more

Thomas Fox - Compliance Evangelist

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

Dorsey & Whitney LLP

Preparing for the 2015 Proxy Season

Dorsey & Whitney LLP on

Similar to last year, there are no new disclosure requirements which need to be reflected in this year’s proxy statement; however, with ongoing shareholder activism and the desire of companies to communicate effectively with...more

Stoel Rives LLP

In Case You Missed It - Interesting Items for Corporate Counsel - November 2014

Stoel Rives LLP on

1.As the year moves to a close, expect lots of chatter about the upcoming 2015 proxy season. Including from us beginning right now. 2.Almost certainly because good corporate governance practices just change so darn...more

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