News & Analysis as of September 20, 2024

Securities Exchange Act › Proxy Solicitations

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The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +

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SEC Adopts Amendments to Proxy Solicitation Rules

Faegre Drinker Biddle & Reath LLP on 7/29/2020

At an open meeting held on July 22, 2020, the Securities and Exchange Commission (SEC) adopted reforms to the proxy solicitation rules (Proxy Advice Amendment) that govern how proxy advisory firms (e.g., Glass, Lewis & Co....more

SEC Views Proxy Advice as Solicitation under Federal Proxy Rules

King & Spalding on 2/13/2020

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

SEC Proposes Amendments to Procedures and Ownership and Resubmission Thresholds for Shareholder Proposals Under Rule 14a-8

Akin Gump Strauss Hauer & Feld LLP on 11/18/2019

On November 5, 2019, the Securities and Exchange Commission (SEC) proposed amendments to Securities Exchange Act Rule 14a-8, which requires a public company to include shareholder proposals in the company’s own proxy...more

SEC Proposes Amendments to Rules Relating to Proxy Voting Advice and Shareholder Proposals

Wilson Sonsini Goodrich & Rosati on 11/12/2019

At an open meeting on November 5, 2019, the U.S. Securities and Exchange Commission (SEC) voted to propose amendments to 1) the exemptions from “solicitation” relied upon by proxy advisory firms and 2) certain of the...more

Who Watches the Watchers? SEC Issues Guidance on Proxy Advisory Firms

Bennett Jones LLP on 9/10/2019

The United States Securities and Exchange Commission (SEC) recently issued guidance on the applicability of certain U.S. proxy rules to voting advice given by proxy advisory firms, such as ISS and Glass Lewis. This initiative...more

After Oral Argument, Supreme Court Dismisses Emulex Appeal, Prompting Speculation As To Court’s View Regarding Existence Of...

A&O Shearman on 4/30/2019

On April 23, 2019, the Supreme Court dismissed the writ of certiorari as “improvidently granted” in a closely-watched appeal raising the question whether an assertion of mere negligence is sufficient to plead and prove a...more

Supreme Court Hearing Raises Questions About Private Rights of Action Under § 14 of Securities Exchange

Proskauer - Corporate Defense and Disputes on 4/25/2019

One of the more intriguing rulings of this Supreme Court Term is the Court’s one-sentence order yesterday dismissing as improvidently granted the writ of certiorari issued in Emulex Corp. v. Varjabedian (No. 18-459). The...more

Supreme Court Hears Argument On Whether Mere Negligence Is Sufficient To Sustain Investor Claims Under Section 14(e) Of The...

A&O Shearman on 4/23/2019

On April 15, 2019, the Supreme Court heard argument in a closely-watched case asking whether mere negligence is sufficient to plead and prove a claim under Section 14(e) of the Securities Exchange Act of 1934 (the “Exchange...more

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Securities Exchange Act › Proxy Solicitations

SEC Adopts Amendments to Proxy Solicitation Rules

SEC Views Proxy Advice as Solicitation under Federal Proxy Rules

SEC Proposes Amendments to Procedures and Ownership and Resubmission Thresholds for Shareholder Proposals Under Rule 14a-8

SEC Proposes Amendments to Rules Relating to Proxy Voting Advice and Shareholder Proposals

Who Watches the Watchers? SEC Issues Guidance on Proxy Advisory Firms

After Oral Argument, Supreme Court Dismisses Emulex Appeal, Prompting Speculation As To Court’s View Regarding Existence Of...

Supreme Court Hearing Raises Questions About Private Rights of Action Under § 14 of Securities Exchange

Supreme Court Hears Argument On Whether Mere Negligence Is Sufficient To Sustain Investor Claims Under Section 14(e) Of The...

Inside the Courts – An Update From Skadden Securities Litigators - December 2018

Inside the Courts – An Update From Skadden Securities Litigators - June 2018

SEC Issues Staff Legal Bulletin No. 20: Clarifying Disclosure Requirements For Proxy Advisory Firms

Securities Exchange Act › Proxy Solicitations

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