This article focuses on complications arising under the Securities Act of 1933, as amended (“Securities Act”), relating to de-SPACed public companies that may restrict foreclosing lenders from selling shareholdings pledged...more
1/14/2022
/ Former Owners ,
Holding Periods ,
Public Offerings ,
Resales Agreements ,
Rule 144 ,
Securities ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Shell Corporations ,
Special Purpose Acquisition Companies (SPACs)
On November 17, 2021, the U.S. Securities and Exchange Commission (the SEC) adopted amendments to the proxy rules to require (and implement) the use of a universal proxy card in proxy contests for most SEC-registered...more
Institutional Shareholder Services (ISS) has recently provided guidance outlining its approach to proxy voting advice for the 2021 proxy season. ISS adopted updates to its Benchmark Proxy Voting Guidelines (Voting Policy),...more
11/18/2020
/ Arbitration Agreements ,
Board of Directors ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Diversity ,
Incentive Awards ,
Institutional Shareholder Services (ISS) ,
Pay Gap ,
Poison Pill ,
Proxy Season ,
Proxy Voting Guidelines ,
S&P ,
Shareholder Litigation ,
Shareholders ,
Term Limits ,
Virtual Meetings
On September 23, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to its shareholder proposal rule, Rule 14a-8 under the Securities Exchange Act of 1934, which governs the process for a shareholder...more
In light of the public health and safety concerns raised by COVID-19, companies have been considering changes to their typical annual shareholder meeting procedures, including changes to the date, time, or location of the...more
The proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass Lewis have revisited aspects of their voting guidelines and policies given circumstances arising from the COVID-19 pandemic, and they have...more
Companies have been considering changes to annual meetings because of the concerns about the coronavirus and the disease that it causes known as COVID-19. The typical procedures regarding the presentation of shareholder...more
On March 13, 2020, the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) provided guidance regarding potential changes to the date, time, location, or format of upcoming annual meetings of...more
In preparation for the 2020 proxy season, Morrison & Foerster presents its top 10 expectations for shareholder proposals. We hope our clients and friends find this list useful as the proxy season unfolds....more
On November 5, 2019, the U.S. Securities and Exchange Commission (the “SEC”) proposed two sets of rule amendments that, if adopted, would play a prominent role in guiding the manner in which companies, shareholders, and proxy...more
On October 23, 2018, the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (“SEC”) released Staff Legal Bulletin No. 14J (“SLB 14J”) to provide new guidance on how the Staff...more
On January 16, 2015, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Staff”) announced that the Staff will express no views on no-action requests, arguing that shareholder proposals...more