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The Informed Board - Spring 2025

In this issue of The Informed Board, we go behind all the talk about companies reincorporating in states other than Delaware. In our lead article and our podcast, we point out that few companies actually moved, and we explain...more

Making Sure Newly Cautious Shareholders Get the Information They Want

Key Points - Revised guidance from the SEC regarding ownership reporting is making institutional investors circumspect about raising issues with management. - Seeking to influence a company’s executive compensation, or...more

Prepare for Changes to the Shareholder Engagement Process

As companies prepare for engagement with their shareholders in connection with the 2025 annual meeting season, they should be prepared for a change in the approach followed by institutional investors. These changes are being...more

2025 Annual Meeting Filing and Disclosure Reminders

When finalizing proxy materials for annual shareholder meetings, we recommend that companies consider the recent changes to proxy disclosure requirements and other disclosure trends summarized in our December 11, 2024, client...more

ESG in 2024: A Midyear Review

Environmental, social and governance (ESG) matters, and diverging opinions on approach, continued to dominate headlines across the globe in the first half of 2024. Companies and their stakeholders started the year navigating...more

The Informed Board - Spring 2024

Artificial intelligence is not just about chatbots. Increasingly, it is used by government for enforcement, and boards need to prepare for that, just as they need to get ready for upcoming climate disclosure requirements....more

SEC Adopts Final Rules Affecting SPACs and De-SPACs and Provides Related Guidance

On January 24, 2024, the Securities and Exchange Commission (SEC) adopted final rules that impose significant additional procedural and disclosure requirements on initial public offerings (IPOs) by special purpose acquisition...more

SEC Adopts New Share Repurchase Disclosure Requirements

On May 3, 2023, the U.S. Securities and Exchange Commission adopted rule amendments requiring enhanced disclosures pertaining to issuers’ repurchases of equity securities. The new rules, prompted by a perception that some...more

The Informed Board - Winter 2023

In the current environment, tax-free spinoffs may be the best option for companies focusing their business lines, we explain in this issue of The Informed Board. Spin-offs do not depend on third parties, and they preserve...more

ESG Momentum Remains Strong but May Face Headwinds in 2023

As companies grapple with the business challenges that rising interest rates and an uncertain economic outlook present, there are the inevitable questions about whether companies should worry less about environmental, social...more

SEC Proposes Amendments to the Shareholder Proposal Rules

On July 13, 2022, the U.S. Securities and Exchange Commission (SEC), by a 3-2 vote, proposed amendments to the proxy rules that would narrow certain grounds under which companies may exclude shareholder proposals from their...more

Annual Meeting Filing and Disclosure Reminders

As companies finalize materials for annual shareholder meetings, we recommend consideration of the following key requirements and disclosures: SEC proxy filing requirements; website and submission requirements; proxy...more

SEC Staff Issues New Shareholder Proposal Guidance, Rescinding 2017-2019 Guidance

On November 3, 2021, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14L (SLB 14L), which explicitly rescinds Staff Legal Bulletin Nos. 14I,...more

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