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“Under Pressure”: Walking the Fine Line of Section 13(d) Passive Investor Status

On February 11, 2025, the staff of the Division of Corporation Finance ("Staff") of the U.S. Securities and Exchange Commission ("SEC" or the "Commission") issued new and updated Compliance and Disclosure Interpretations on...more

Corp Fin Issues Staff Legal Bulletin 14M

On February 12, 2025, the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) issued new guidance that should provide additional leeway for public companies to exclude...more

Foreign Private Issuers: Don’t Forget to Confirm Your FPI Status!

As we enter the second half of the year, it is once again time for many foreign private issuers (“FPIs”) to complete their annual assessment of FPI status. The determination of whether an issuer is an FPI must be made as of...more

Amending Bylaws and Charters to Address Universal Proxy, Shareholder Activism and Officer Exculpation

As the 2023 proxy season winds down for calendar year companies, it is a good time to consider possible bylaw and charter amendments to address recent developments with respect to universal proxy, shareholder activism and...more

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