Shareholder proposal rule
Environmental, social, and governance (ESG) matters are now the subject of significantly greater regulatory scrutiny and are becoming a more prominent part of public companies’ mandatory filings, shareholder proposals, and...more
Companies have important decisions to make as they prepare for the 2023 annual meeting and reporting season. We have compiled this overview of key issues — including SEC disclosure requirements, recent SEC guidance,...more
As public companies embark on the year-end reporting process, they will need to consider, and in some cases take steps to address, a number of significant developments and issues. As in past years, Mintz has prepared a...more
As we approach our 11th month of COVID-19 restrictions, the pandemic continues to evolve with new variants, while vaccination efforts move forward at a snail’s pace because of limited supplies in many states. Many hoped for a...more
The U.S. Securities and Exchange Commission has amended its rules governing the procedural requirements for submission and resubmission of shareholder proposals to be included in a company’s proxy statement under Rule 14a-8....more
On April 7, 2020, the SEC updated its prior guidance for conducting shareholder meetings in light of COVID-19 concerns to address delays in printing and mailing of proxy materials and clarify that its guidance applies for...more
The staff ("Staff") of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) has updated its guidance on the conduct of shareholder meetings in light of COVID-19 concerns (March 13, 2020),...more
As a result of the COVID-19 pandemic, SEC staff provided guidance on changing the date time and place of an annual meeting, switching to a virtual shareholder meeting and certain matters related to shareholder proposals....more
With annual reports on Form 10-K publicly filed and first quarter earnings releases getting underway, proxy season – the annual practice of filing and distributing proxy statements, reserving meeting venues and courting...more
The SEC staff has further updated its relief and guidance for public company shareholder meetings in light of COVID-19 concerns (see: https://www.sec.gov/ocr/staff-guidance-conducting-annual-meetings-light-covid-19-concerns)....more
The novel coronavirus, COVID-19, is impacting every aspect of doing business, and annual meetings of shareholders are no exception. Each corporation is required by state corporation law, and usually its own bylaws, to hold...more
In light of Coronavirus Disease 2019 (“COVID-19”), the Securities and Exchange Commission (“SEC”) recently released guidance to assist public companies with their upcoming annual shareholder meetings. As explained in the...more
COVID-19 RELATED DEVELOPMENTS - SPECIAL REGULATORY UPDATE - SEC Updates Investment Company Act Exemptive Order in Response to COVID-19 - On March 25, 2020, the Securities and Exchange Commission (“SEC”) issued an...more
The Securities and Exchange Commission recently published guidance recognizing the health concerns and logistical challenges that COVID-19 presents for companies with upcoming annual shareholder meetings. In the guidance, the...more
The Coronavirus (COVID-19) pandemic and the responses of governments and societies to the crisis are having a profound impact on public companies and capital markets worldwide. Such companies, including those in the United...more
As social distancing policies and mandates continue to take hold across the country, companies are grappling to understand the implications of these measures on their business. One compliance issue to resolve is that...more
On March 13, 2020, the staff of the SEC’s Division of Investment Management and Division of Corporation Finance issued guidance in response to various inquiries from issuers and shareholders regarding compliance with the...more
Annual Shareholder Meetings - As Virginia corporations navigate this year’s annual shareholder meeting season, many have come face-to-face with the COVID-19 pandemic. The social distancing requirements related to the...more
On March 13, 2020, the staff of the Securities and Exchange Commission issued guidance for conducting annual meetings in light of concerns caused by COVID-19....more
The Securities and Exchange Commission (SEC) is continuing to provide guidance to accommodate companies in light of the challenges posed by the COVID-19 virus. As discussed in our recent Viewpoints advisory, the SEC has...more
Companies May Extend Disclosure Deadlines and Implement Changes to Annual Meetings; SEC Reminds Companies of Disclosure Obligations - The Securities and Exchange Commission recently announced that it is providing...more
On March 13, 2020, the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) provided guidance regarding potential changes to the date, time, location, or format of upcoming annual meetings of...more
In This Issue. The ongoing global outbreak of the coronavirus (COVID-19) continues to grow in scale and scope. In response, federal financial regulators are continuing efforts to bring regulatory relief to promote stability...more
The SEC staff issues guidance to assist issuers with annual meeting changes to deal with the evolving COVID-19 situation, but SEC regulations are not the only concerns companies have to address. Some companies may have to...more
In response to developments related to COVID-19, the Securities and Exchange Commission has issued new guidance (available here) to assist public companies, investment companies, shareholders, and other market participants...more