News & Analysis as of

Annual Meeting Proxy Statements

Shareholder proposal rule

by Ropes & Gray LLP on

Keith Higgins, chair of Ropes & Gray’s securities & governance practice, examines SEC Rule 14a-8, the shareholder proposal rule. ______ SEC Rule 14a-8, the shareholder proposal rule, allows a shareholder who’s owned at...more

California And The “Entitled To Vote” Standard

by Allen Matkins on

Recently, I came across a proxy statement for a California corporation that stated the vote required for shareholder action on several proposals was “the affirmative vote of the majority of the shares represented at the...more

Preparing for the 2017 Public Company Reporting Season

by Perkins Coie on

Reevaluate Non-GAAP Disclosures in Light of Updated C&DIs and Other SEC Actions. As the reporting season gets underway, reviewing non-GAAP disclosure practices should remain a top priority in light of the new and updated...more

"Annual Meeting Proxy Statement Filing Reminders"

Following are a few points to consider when preparing proxy statement materials for filing with the U.S. Securities and Exchange Commission (SEC) in connection with annual shareholder meetings....more

"Annual Meeting Proxy Statement Filing Reminders"

Following are a few points to consider when preparing proxy statement materials for filing with the U.S. Securities and Exchange Commission (SEC) in connection with annual shareholder meetings....more

SEC Proposes Rule Requiring Hedging Disclosure

by Morrison & Foerster LLP on

On February 9, 2015, the Securities and Exchange Commission (the “Commission”) proposed amendments to its rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”),...more

SEC Issues Proposed Rules for Director, Officer and Employee Hedging Disclosures

by Dorsey & Whitney LLP on

On February 9, the Securities and Exchange Commission proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires annual meeting proxy statement disclosure of a...more

Blog: SEC Issues Proposal For Hedging Policy Disclosure; Commissioners Add Some Drama To Otherwise Humdrum Rule Proposal

by Cooley LLP on

This morning, the SEC posted proposed amendments to rules to implement Section 955 of Dodd-Frank, which requires, in proxy statements for annual meetings, disclosure of whether employees or directors are permitted to hedge...more

SEC Proposes Hedging Disclosures Regarding Directors, Officers and Employees

The SEC has proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as codified in Section 14(j) of the Exchange Act, which requires annual meeting proxy statement disclosure...more

Symantec Beats Litigation Challenging Proxy Disclosures For Annual Meeting

A California court recently granted Symantec’s demurrer in a lawsuit that challenged its proxy statement disclosures in connection with an annual meeting. For those of us who haven’t been to law school recently, a demurrer...more

Proxy Season Brings a Third Wave of “Gotcha” Shareholder Litigation

Proxy season is upon us and the plaintiffs’ bar is demonstrating its resourcefulness by bringing a third wave of shareholder litigation. This new wave, which has not crested yet, consists of a return to derivative shareholder...more

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