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Fifth Circuit Requires SEC to Revisit Share Repurchase Disclosure Rules

On October 31, the U.S. Court of Appeals for the Fifth Circuit (Fifth Circuit) issued an opinion finding that the U.S. Securities and Exchange Commission (SEC) violated the Administration Procedure Act when adopting recent...more

SEC Adopts Cybersecurity Disclosure Rules

On July 26, the Securities and Exchange Commission (SEC), by a 3-2 vote, adopted final rules intended to enhance public companies’ disclosures regarding (1) cybersecurity incidents through a new required current report item...more

A Summary of Certain Proxy Advisory Firm and Institutional Investor Board Diversity Policies - 2022

Institutional investors and proxy advisory firms continue developing and refining their policies regarding board diversity. While gender diversity on public company boards has been in focus for some time now, institutional...more

SEC Reduces Registration Filing Fee Effective October 1, 2021

On August 23, the Securities and Exchange Commission (SEC) announced that effective October 1, 2021, the fees that public companies and other issuers pay to register their securities with the SEC will be set at $92.70 per...more

A Summary of Certain Proxy Advisory Firm and Institutional Investor Board Diversity Policies

Institutional investors and proxy advisory firms continue to develop and refine their policies regarding board diversity. While gender diversity on public company boards has been in focus for some time now, institutional...more

SEC Adopts Rules Permitting Use of Electronic Signatures and Provides Further COVID-19 Relief

On November 17, in response to a formal rulemaking petition that garnered support from nearly 100 public companies, the Securities and Exchange Commission (SEC) issued a final rule amending Regulation S-T and the Electronic...more

SEC Adopts Amendments to Shareholder Proposal Requirements, Modestly Raising Thresholds

On September 23, the Securities and Exchange Commission (SEC) approved amendments, originally proposed in November 2019 and discussed in a prior blog post, to Rule 14a-8, which governs the process for a shareholder to have...more

A Practical Guide to Evaluating a Company’s Defensive Profile

As public companies continue to navigate the ongoing economic upheaval caused by the COVID-19 pandemic, opportunistic activist investors may find the resulting economic conditions conducive to accumulating significant...more

Second Quarter Form 10-Q Disclosure Reminder: SEC Guidance on Key Performance Indicators

Earlier this year, the Securities and Exchange Commission (SEC) issued interpretive guidance, effective February 25, 2020, regarding the disclosure of key performance indicators and metrics (KPIs) in Management’s Discussion...more

SEC Staff Provides Guidance for Conducting Virtual Meetings in Light of COVID-19 Pandemic

In a previous blog post, we discussed the availability of virtual shareholder meetings (i.e., “virtual-only” and “hybrid” meetings) as a potential alternative to the traditional in-person meeting during the 2020 proxy season...more

COVID-19 Pandemic Causes Public Companies to Reevaluate Virtual Meetings

Across the globe, the coronavirus pandemic (COVID-19) is causing governments, companies, associations and colleges and universities to take unprecedented steps to address the spread and transmission of COVID-19. These steps...more

Advance Notice Bylaw Provisions Upheld by Delaware Supreme Court

In a previous blog post, we discussed the Delaware Chancery Court’s decision in Saba Capital Master Fund, Ltd. v. Blackrock Credit Allocation Income Trust and its relevance to the interpretation of advance notice bylaw...more

SEC Enforcement Activity – A Reminder Regarding the “Equal or Greater Prominence” Presentation Requirement of Item 10(e)

At the end of last year, in an enforcement action brought by the Division of Enforcement of the Securities and Exchange Commission (SEC) against ADT Inc. (ADT), reporting companies were reminded that the SEC continues to...more

Revisiting Advance Notice Provisions and Proxy Access

Advance Notice Bylaw Provisions - A recent Delaware case, Saba Capital Master Fund, Ltd. v. Blackrock Credit Allocation Income Trust, highlights the importance of advance notice bylaws and the careful application of the...more

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