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Margin Loans and Former SPACs: Rules 144 and 145 Impose Important Additional Requirements on Resales of Securities

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

U.S. SEC Adopts Universal Proxy Card Rules

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

ISS Provides A Roadmap For The 2021 Proxy Season

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

U.S. SEC Adopts Amendments To Shareholder Proposal Rule

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

Coronavirus (COVID-19): U.S. SEC And States Provide Further Relief For Upcoming Annual Shareholder Meetings

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

Coronavirus (COVID-19): ISS And Glass Lewis Adopt Policy Changes For The 2020 Proxy Season

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

Coronavirus (COVID-19) Considerations For Shareholder Proposals

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

SEC Guidance On Annual Meeting Changes Due To COVID-19

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

Top 10 Expectations For Shareholder Proposals In The 2020 Proxy Season

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

SEC Proposes Rule Changes Addressing Proxy Advisory Firms and Shareholder Proposals

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

New Staff Guidance on Shareholder Proposals - October 2018

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

SEC Suspends Review of Conflicting Shareholder Proposal No-Action Requests

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

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