News & Analysis as of

Shareholders Securities & Exchange Commission

Blog: Is The Noose Tightening Around The Shareholder Proposal Rules?

by Cooley LLP on

In remarks this week before the Chamber of Commerce, new SEC Chair Jay Clayton indicated that the SEC will be taking a hard look at the shareholder proposal rules. As reported in thedeal.com, Clayton advised that it is “very...more

Mandatory Arbitration of Securities Disclosure Disputes Is a Bad Idea—For Defendants

SEC Commissioner Michael Piwowar recently said that the SEC is open to allowing companies that are going public to provide for mandatory shareholder arbitration in their corporate charters. Piwowar’s remarks have prompted a...more

Blog: Will The House Now Try To Undo SOX?

by Cooley LLP on

What’s next for the House after taking on Dodd-Frank in the Financial CHOICE Act? Apparently, it’s time to revisit SOX. The Subcommittee on Capital Markets, Securities, and Investment of the House Financial Services Committee...more

SEC Commissioner Supports Mandatory Shareholder Arbitration

Reuters is reporting that SEC Commissioner Michael Piwowar urged IPO companies to request relief from the SEC to include mandatory arbitration provisions for shareholder disputes. Commissioner Piwowar apparently made the...more

U.S. Public Companies: Calculating Your Public Float – What You Need to Know

If you are a year-end U.S. public company, your second fiscal quarter has recently come to an end, which means that it’s time to calculate your public float to see if your reporting status has changed. Here are a few things...more

News Round Up - June 2017

by Morrison & Foerster LLP on

More on the IPO Market from the SEC Investor Advisory Committee - The SEC Investor Advisory Committee devoted its June 22, 2017, session to a discussion of the decline in the number of U.S. IPOs. Chair Clayton addressed...more

Top Ten International Anti-Corruption Developments for May 2017

by Morrison & Foerster LLP on

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments from the past month, with links to primary...more

A Virtual Reality: New Opportunities for Shareholder Meetings in Virginia and Beyond

by McGuireWoods LLP on

This spring, Virginia Gov. Terry McAuliffe approved legislation passed by the General Assembly permitting Virginia corporations to hold virtual-only shareholder meetings, beginning July 1, 2017. When the new law goes into...more

District Court Dismisses Shareholder Claim that Equity Award Share Withholding Triggers Section 16(b) Liability - Update

by McDermott Will & Emery on

A US District Court recently dismissed a claim that an insider’s election to satisfy an income tax obligation by having shares withheld from the delivery of an award constituted a non-exempt sale of shares back to the issuer...more

District Court Dismisses Shareholder Claim that Equity Award Share Withholding Triggers Section 16(b) Liability

by McDermott Will & Emery on

On April 26, 2017, the United States District Court for the Southern District of Texas dismissed a claim based on a shareholder’s interpretation of SEC Rule 16b-3(e), that an insider’s elective share withholding constitutes a...more

Regulation 14C and the Effectiveness of a Non-Unanimous Shareholders’ Written Consent

Securities lawyers know that the regulatory regime for disclosure and shareholder communications under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), when action is being taken by shareholders, includes...more

SEC and NYU Dialogue on Securities Market Regulation: Recommended Measures for Improving the IPO Market

In the May 10, 2017 dialogue held by the SEC’s Division of Economic and Risk Analysis and New York University’s Stern School of Business, academics and industry representatives provided recommended measures for rejuvenating...more

The Sexennial Vote On Frequency of Say-on-Pay: Know When to Say When, or Risk Compromising S-3 Eligibility

We are in the bloom of annual meeting season for calendar year filers. Reporting companies are dutifully reporting annual meeting results under Item 5.07 of Form 8-K within four business days of their annual meetings....more

Day 10 Of One Month to Better Compliance through HR-Sales Incentives and Compliance

by Thomas Fox on

In the Department of Justice’s Evaluation of Corporate Compliance Programs, Prong 8 Incentive and Disciplinary Measures it states: Incentive System –How has the company considered the potential negative compliance...more

Upcoming Compliance Deadlines for Registration Statement and Shareholder Report Disclosures under Liquidity Risk Management and...

by Dechert LLP on

The initial compliance dates are rapidly approaching for new disclosure requirements adopted by the U.S. Securities and Exchange Commission (SEC) for registered investment company (funds). All initial registration statement...more

Blog: More Opposition To The Virtual-Only Annual Meeting

by Cooley LLP on

In case you missed it, Gretchen Morgenson’s column in the Sunday NYT railed against virtual-only annual meetings, which according to her data (provided by Broadridge), have increased in number from 21 in 2011 to 154 in 2016. ...more

Financial Services Weekly News - March 2017 #5

by Goodwin on

Editor's Note - In This Issue. The Securities and Exchange Commission (SEC) was active this week, moving to shorten the settlement cycle for broker-dealer transactions from T+3 to T+2 and issuing updated guidance...more

Developments in Disclosure of Financial Advisor Fees in M&A Transactions

by Dechert LLP on

Recent developments, including the U.S. Securities and Exchange Commission settlement with CVR Energy and related SEC Staff guidance, reinforce a trend towards more extensive disclosure of financial advisor fees in M&A...more

Blog: Another Theory On Corp Fin’s Position On Proxy Access Fix-It Proposals

by Cooley LLP on

Corp Fin has refined its position with regard to exclusion of proposals to amend existing proxy access bylaws. However, the basis for the staff’s determination to grant or refuse no-action relief in that context remains a...more

Blog: Recent trends in proxy statements

by Cooley LLP on

It just isn’t proxy season without some kind of account of the latest trends in proxy statements, so here’s one from CFO.com. The first data point comes as no surprise: proxies are getting longer, providing more graphics...more

Important Reminders for the 2017 Proxy Season

The following are some important reminders and updates for the 2017 proxy season. Say-When-on-Pay - Required Vote in 2017 - The Securities and Exchange Commission (SEC) requires companies to conduct a...more

SEC Targets Lapses in Ownership Reporting in Battles for Corporate Control

The SEC has recently announced settlement of enforcement actions targeting violations of beneficial reporting requirements under Section 13(d) of the Act. In one of the most recent actions (available here), the SEC’s...more

"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

NYSE Issues Its 2017 Listed Company Compliance Guide Memoranda for Both Domestic Issuers and FPIs

On February 1, 2017, the NYSE issued separate Listed Company Compliance Guidance memoranda for both U.S. companies (“Domestic Companies”) and foreign private issuers (“FPIs”) listed on the NYSE. Below is a brief overview of...more

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

by McDermott Will & Emery on

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

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