This memorandum outlines key considerations from White & Case's Public Company Advisory Practice for US public companies in preparation for the 2021 annual reporting and proxy season.
Section I of this memo, which was...more
3/9/2021
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CD&A ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
This is Part I of a two-part memorandum series outlining key considerations from White & Case’s Public Company Advisory Group for US public companies during the 2021 annual reporting and proxy season.
Part I of this memo...more
On November 12, 2020, Institutional Shareholder Services ("ISS") announced its policy updates for the 2021 proxy season, effective for meetings on or after February 1, 2021. Key updates include the following...more
11/30/2020
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Board of Directors ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Diversity ,
Environmental Social & Governance (ESG) ,
Exclusive Forum ,
Fee-Shifting ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Publicly-Traded Companies ,
Shareholder Proposals
On March 19, 2020, Glass Lewis announced that for the duration of the 2020 proxy season, it will "take into account the extenuating circumstance of the COVID-19 pandemic when applying [its] policy on virtual-only shareholder...more
March 14, 2020, the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (“SEC” or the “Commission”) provided helpful guidance to issuers, shareholders and other market...more
3/20/2020
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Broker-Dealer ,
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Coronavirus/COVID-19 ,
Corp Fin ,
Corporate Issuers ,
Proxy Season ,
Proxy Voting Guidelines ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Virtual Meetings
In a significant development for ESG and corporate governance, BlackRock is now calling on the public companies it invests in to publish disclosures in line with the Sustainability Accounting Standards Board (SASB) and the...more
1/27/2020
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BlackRock ,
Board of Directors ,
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Corporate Social Responsibility ,
Disclosure Requirements ,
Gender Equity ,
Individual Accountability ,
Popular ,
Proxy Season ,
Publicly-Traded Companies ,
SASB ,
Sustainability ,
Sustainable Development Goals (SDGs) ,
Task Force on Climate-related Financial Disclosures (TCFD) ,
United Nations
This memorandum outlines key considerations from White & Case's Public Company Advisory Practice for US public companies in preparation for the 2020 annual reporting and proxy season.
Section I of this memo describes our...more
On November 11, 2019, Institutional Shareholder Services, Inc. (“ISS”) published its proxy voting guidelines updates (the “2020 Updates”) for the 2020 proxy season, effective for meetings on or after February 1, 2020. The...more
11/19/2019
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Bylaws ,
Capital Structures ,
Corporate Governance ,
Diversity ,
Equity Compensation ,
Guidance Update ,
Independent Directors ,
Institutional Shareholder Services (ISS) ,
Nominee Directors ,
Pay Gap ,
Proposed Amendments ,
Proxy Season ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Shareholder Rights ,
Stock Repurchases
On October 16, 2019, the Securities and Exchange Commission’s (“SEC”) Division of Corporation Finance (“Corp Fin”) issued Staff Legal Bulletin No. 14K (“SLB 14K”) addressing shareholder proposals. This guidance follows Corp...more
10/23/2019
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Division of Corporate Finance ,
Exclusions ,
Micromanagement ,
No-Action Requests ,
Proof of Ownership ,
Proxy Season ,
Rule 14a-8 ,
Rule 14a-8(i)(10) ,
Rule 14a-8(i)(7) ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholder Votes
On August 21, 2019, the Securities and Exchange Commission (“SEC”), in response to increasing concerns that proxy advisory firms hold excessive sway over voting results, issued guidance (the “2019 Advisor Guidance”) that...more
On September 6, 2019, the staff (the “Staff”) of the Division of Corporation Finance (“Corp Fin”) of the Securities and Exchange Commission (“SEC”) announced1 two significant changes to the Rule 14a-8 no-action process...more
On February 6, 2019, the Securities and Exchange Commission's Division of Corporation Finance ("Corp Fin") posted two identical Compliance & Disclosure Interpretations ("C&DIs") relating to diversity disclosure under Items...more
This memorandum outlines considerations for foreign private issuers ("FPIs") in preparation for the 2019 annual reporting season. Part I (pg. 2) provides a summary of certain key trends and insights from the 2018 US proxy...more
1/16/2019
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Auditors ,
Board of Directors ,
Clawbacks ,
Corporate Governance ,
Corporate Social Responsibility ,
Cybersecurity ,
Disclosure Requirements ,
Foreign Private Issuers ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Nasdaq ,
NIST ,
NYSE ,
PCAOB ,
Proxy Season ,
Proxy Voting Guidelines ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
XBRL Filing Requirements