News & Analysis as of

Shareholders Securities & Exchange Commission

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

Securities and Governance Updates – January 2017

by BakerHostetler on

As part of BakerHostetler’s commitment to serve as a strategic business partner, we are pleased to publish this first edition of our Securities & Governance Bulletin. This resource is designed to keep executives, corporate...more

Blog: Update on proxy access proposals

by Cooley LLP on

What’s the latest on proxy access proposals? As you may recall, the line drawn so far by Corp Fin has been that, where the shareholder proposal related to initial adoption of proxy access, Corp Fin has continued to grant...more

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

by Mintz Levin on

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

2016 Year In Review: Corporate Governance Litigation And Regulation

2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more

Blog: Likely Interim SEC Chair Spells Out His Priorities

by Cooley LLP on

According to this article in the WSJ, SEC Commissioner Michael Piwowar, who will probably become acting Chair when current Chair Mary Jo White steps down this month, has agreed with fellow Commissioner Kara Stein about...more

Blog: Why Does Management Seek To Exclude Shareholder Proposals?

by Cooley LLP on

In this recent preliminary working paper, Why Do Managers Fight Shareholder Proposals? Evidence from No-Action Letter Decisions, academics at the USC Marshall School of Business attempt to determine why corporate management...more

Unfinished Business: SEC Chair Details Rules Ready to Go

In a letter dated December 12, 2016, to the Chair of the Senate Committee on Banking Housing and Urban Affairs, SEC Chair Mary Jo White took issue with a request to defer consideration of new rulemaking during the...more

Corporate Communicator - 2017 Annual Meeting Season

by Snell & Wilmer on

Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more

"Matters to Consider for the 2017 Annual Meeting and Reporting Season"

Each company faces important decisions in preparing for its 2017 annual meeting and reporting season. Once again, we have prepared a checklist of essential areas on which we believe companies should focus as they plan for the...more

Keep Looking Forward: Federal Court Holds Company’s Bad Legal Predictions Protected by PSLRA’s Safe Harbor

In a comprehensive tour of the Private Securities Litigation Reform Act’s (“PSLRA”) safe-harbor provisions, on November 22, 2016, a federal court in Massachusetts dismissed a shareholder class-action lawsuit against Neovasc,...more

Blog: That Was Quick — Proxy Access Test Drive Hits A Wall

by Cooley LLP on

You probably recall that, on November 9, 2016, GAMCO Asset Management Inc. (entity affiliated with activist investor Mario Gabelli) and certain affiliates used the proxy access bylaws recently adopted at National Fuel Gas...more

US Securities and Exchange Commission Proposes Amendments to Require Use of Universal Proxy Cards

by Shearman & Sterling LLP on

The US Securities and Exchange Commission voted to propose amendments to the proxy rules to require parties in a contested election to use universal proxy cards that would include the names of all board of director nominees....more

SEC Proposes Requirement for Universal Proxies in Contested Director Elections

by BakerHostetler on

On October 26, 2016, the Securities and Exchange Commission (SEC) proposed amendments to the proxy rules (the “Proposal”) that would mandate the use of universal proxy cards in non-exempt proxy solicitations for contested...more

SEC Staff Allows Exclusion of “Fix Proxy Access” Proposal under (i)(10)

In a recently issued no-action letter, the staff of the SEC’s Division of Corporate Finance allowed a company to exclude a shareholder proposal seeking specific changes to the company’s existing proxy access bylaw. According...more

SEC Proposes Rules to Adopt Universal Proxy Cards in Contested Director Elections

by Alston & Bird on

At an open meeting held on October 26, 2016, the Securities and Exchange Commission (SEC) voted two to one to propose amendments for the mandatory use of universal proxy cards and additional voting options and disclosure...more

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