News & Analysis as of

Corporate Governance Schedule 13D

BCLP

ICAHN Settles With SEC for Failures to Disclose Key Details of Margin Loan Stock Pledges - Teaching Moment for Directors and...

BCLP on

On August, 19, 2024, the SEC announced settled charges against Carl C. Icahn and his publicly traded company, Icahn Enterprises L.P. (IEP), for failing to disclose information relating to Icahn’s pledges of IEP securities –...more

Goodwin

SEC Adopts Amendments to Rules Governing Schedule 13D and Schedule 13G Beneficial Ownership Reporting

Goodwin on

On October 10, 2023, the US Securities and Exchange Commission (the “SEC”) adopted rule amendments governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the “Exchange...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Proposes Changes to Beneficial Ownership Reporting

On February 10, 2022, the U.S. Securities and Exchange Commission (SEC) voted 3-1 to approve proposed changes to public company beneficial ownership reporting requirements. The SEC has long considered such changes to the...more

Snell & Wilmer

Schedule 13D and 13G Website Posting

Snell & Wilmer on

Over the years, company websites have become an increasingly important source of information for investors. In the investor relations section of their websites, companies often include, or link to, information regarding...more

Cooley LLP

Blog: SEC-NYU Dialogue on Securities Markets focuses on shareholder engagement

Cooley LLP on

While the topic of last week’s fourth SEC-NYU Dialogue on Securities Markets was shareholder engagement—focusing on the roles of institutional and activist investors— the real hot topic was the recent letter to CEOs from...more

Cooley LLP

SEC Nominees Off “Hold” And Awaiting Senate Confirmation

Cooley LLP on

As has been widely reported, there are currently two nominees to fill the two empty slots at the SEC—from the Democratic side, Robert Jackson, a professor at Columbia Law School, and from the Republican side, Hester Peirce, a...more

Cooley LLP

Blog: Is There A Fix For Short-Termism?

Cooley LLP on

Much has been written about the problems associated with the prevalence of short-term thinking in corporate America. As noted in a post from The Harvard Law School Forum on Corporate Governance and Financial Regulation, a...more

Stinson - Corporate & Securities Law Blog

SEC Clarifies Relationship between HSR Investment Intent and 13D/G Status

The SEC has issued a new Compliance and Disclosure Interpretation (8-K 103.11) that clarifies the interaction between the investment intent exemption in the HSR rules and the ability to file a Schedule 13G. The CDI poses...more

Orrick, Herrington & Sutcliffe LLP

Yet Another Congressional Proposed Corporate Reform: Proxy Advisory Firms in the Crosshairs

Over the past six months, U.S. legislators have engaged in an unusual burst of energy to introduce three separate bills regulating various areas affecting U.S. public company corporate governance...more

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