The Securities and Exchange Commission (the “SEC”) has announced that, for the 2025–2026 proxy season, it will not provide substantive responses to company no-action requests to exclude shareholder proposals under Rule 14a-8,...more
11/26/2025
/ Corporate Governance ,
No-Action Letters ,
Proxy Advisors ,
Proxy Advisory Firms ,
Proxy Materials ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Shareholder Litigation ,
Shareholder Proposals
ISS has released proposed benchmark policy changes for 2026. The proposed changes would generally apply to shareholder meetings held on or after February 1, 2026....more
11/17/2025
/ Board of Directors ,
Capital Structures ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Publicly-Traded Companies ,
Say-on-Pay ,
Shareholder Meetings ,
Shareholder Proposals ,
Shareholders
Retail investors statistically do not vote at the same rate as other investors, particularly institutional investors. Under a new approach pioneered by ExxonMobil, public companies would offer retail investors the option to...more
Public companies should consider updating disclosures describing the risk of hypothetical events where the stated event has actually occurred, as continuing to describe the risk as hypothetical could be viewed as a material...more
Earlier this year, the Securities and Exchange Commission (the “SEC”) introduced a new filing system, referred to as EDGAR Next, which establishes an authentication process for EDGAR filers seeking to make filings with the...more
6/27/2025
/ Compliance ,
Corporate Governance ,
EDGAR ,
Electronic Filing ,
Filing Deadlines ,
Filing Requirements ,
Investors ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 21, 2025, the Financial Crimes Enforcement Network (“FinCEN”), a bureau of the U.S. Treasury Department, issued an interim final rule to significantly narrow the reporting requirements under the Corporate...more
Reporting obligations related to the Corporate Transparency Act (“the CTA”) are set to return. As we previously reported, on December 3, 2024, a federal judge in Texas (Texas Top Cop Shop, Inc. v. Bessent) issued a...more
The U.S. Court of Appeals for the Fifth Circuit has reinstated the nationwide preliminary injunction preventing the federal government from enforcing the Corporate Transparency Act (“the CTA”) and the related reporting...more
As we previously reported, on December 3, 2024, the U.S. District Court for the Eastern District of Texas issued an order granting a nationwide preliminary injunction preventing the federal government from enforcing the...more
The Corporate Transparency Act (the “CTA”) took effect in the United States on January 1, 2024, resulting in significant new beneficial ownership reporting requirements. These requirements have a sweeping effect, as many...more
The Securities and Exchange Commission (the “SEC”) recently settled charges against James R. Craigie, a former CEO, Chairman and board member of Church & Dwight Co. Inc. (the “Company”), for violating proxy disclosure rules...more