On December 15, 2021, the U.S. Securities and Exchange Commission proposed amendments to Rule 10b5-1 trading plans, as SEC Chairman Gary Gensler first previewed in June in the wake of increased scrutiny of the plans. A Rule...more
The two dominant proxy advisory firms — Institutional Shareholder Services (ISS) and Glass Lewis (GL) — have issued their policy updates for the 2022 proxy season. These updates reflect the continuing trend of institutional...more
12/15/2021
/ Board of Directors ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Diversity ,
Dual Class Share Structures ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Shareholder Meetings
The U.S. Securities and Exchange Commission (SEC) approved mandatory “universal proxy” on November 17, 2021. The final rules will apply to contested director elections at shareholder meetings held after August 31, 2022. The...more
11/24/2021
/ Board of Directors ,
Bylaws ,
Director Nominations ,
Filing Requirements ,
Final Rules ,
New Rules ,
Notice Requirements ,
Proxy Contests ,
Proxy Solicitations ,
Proxy Statements ,
Proxy Voting ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Shareholders ,
Universal Proxy ,
Universal Proxy Cards
SEC Commission Elad Roisman recently spoke about cybersecurity threats and challenges facing the agency’s registrants, including public companies and financial institutions. One source of challenges (our words, not Roisman’s)...more
On November 3, 2021, the staff (“staff”) of the Division of Corporation Finance (“Division”) of the U.S. Securities and Exchange Commission (“SEC”) published Staff Legal Bulletin No. 14L which reverses a series of...more
11/8/2021
/ Climate Change ,
Corporate Counsel ,
Corporate Governance ,
Corporate Social Responsibility ,
Environmental Social & Governance (ESG) ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
New Guidance ,
No-Action Letters ,
No-Action Requests ,
Proof of Ownership ,
Proxy Advisors ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
The staff of the Division of Corporation Finance (“Staff”) of the U.S. Securities and Exchange Commission (“SEC”) published a sample comment letter on climate change disclosures on September 22, 2021. A brief statement that...more
Within the last two weeks, a group of plaintiffs’ attorneys have filed derivative lawsuits in U.S. federal court in New York against three separate special purpose acquisition companies (“SPACs”) — Pershing Square Tontine...more
On August 19, 2021, the New York Stock Exchange amended its rules that require approval of related party transactions for NYSE-listed companies. This amendment, which is effective immediately, modifies an earlier amendment to...more
8/25/2021
/ Amended Rules ,
Audit Committee ,
Board of Directors ,
Conflicts of Interest ,
Corporate Governance ,
Disclosure Requirements ,
NYSE ,
Publicly-Traded Companies ,
Regulation S-K ,
Related Parties ,
Securities and Exchange Commission (SEC)
Updated – On August 6, 2021, the U.S. Securities and Exchange Commission approved Nasdaq’s Board Diversity Rules (the “Rules”). The Rules require Nasdaq-listed companies to have or explain why they do not have at least two...more