News & Analysis as of

Exclusions Securities and Exchange Commission (SEC)

Skadden, Arps, Slate, Meagher & Flom LLP

Shareholder Proposal No-Action Requests in the 2024 Proxy Season: A Surge in Requests and Better Results for Companies

Shareholder proposals submitted for 2024 annual meetings continued to cover a wide range of environmental, social and governance (ESG) topics. And companies seeking to exclude shareholder proposals they deemed inappropriate...more

Braumiller Law Group, PLLC

Braumiller-Law-Group - June 2024 Newletter

Recently, President Biden signed a foreign military support bill (H.R. 815) into law, which also encompassed the 21st Century Peace Through Strength Act (the Act), a legislative proposal introduced in the House containing...more

Proskauer Rose LLP

Private Credit Lenders: D&O Insurance in Times of Distress

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It seems inevitable there will be an uptick in private credit defaults as economic conditions further deteriorate. What steps are you taking in terms of portfolio management to prepare for the next cycle with respect to...more

Keating Muething & Klekamp PLL

Securities Snapshot: 3rd Quarter - All About the Proxy: Keating Muething & Klekamp PLL

During the third quarter of 2022, the SEC amended rules governing proxy voting advice, proposed amendments to shareholder proposal regulation, and adopted its long-awaited final pay versus performance disclosure rules (a...more

King & Spalding

Broker-Dealer Research: MiFID-Related "Hard Dollar" SEC Investment Adviser Status Relief to End in July 2023

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The EU Markets in Financial Instruments Directive II (“MiFID II”), which came into effect on January 3, 2018, raised concerns that U.S. broker-dealers that would receive “hard dollars” for research from firms subject to MiFID...more

White and Williams LLP

A Changing Climate: the Rising Tide of ESG Liability and Implications for D&O Coverage

The latest legal buzzword, ESG, represents the environmental, social and governance factors that many corporations are now required to consider and disclose alongside traditional financial information such as operating...more

Paul Hastings LLP

Revisiting Shareholder Proposal Exclusions

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On July 13, 2022, the Securities and Exchange Commission (the “SEC”) proposed amendments (the “Proposed Amendments”) to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would revise...more

BCLP

SEC proposes to amend key elements of certain Rule 14a-8 bases for exclusion of shareholder proposals

BCLP on

On July 13, 2022, by a 3-2 party-line vote, the SEC proposed amendments to Rule 14a-8 to modify three of the existing bases for the exclusion of shareholder proposals from a company’s proxy statement, namely: ,,The...more

Amundsen Davis LLC

Insurance Coverage For COVID-19 Claims Under D&O Policies

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To date, much of the insurance industry’s focus on the Coronavirus (COVID-19) pandemic has been on business interruption coverage under commercial property insurance policies. There have been numerous lawsuits filed alleging...more

Goodwin

CFPB To Revisit Trump-Era QM Final Rules

Goodwin on

In this Issue. The Consumer Financial Protection Bureau (CFPB) issued a statement announcing its intention to revisit Trump-era qualified mortgage (QM) final rules; the Biden Administration announced changes to the Small...more

Dechert LLP

Federal Agencies Adopt Amendments to Volcker Rule

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The Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System (Board), the Federal Deposit Insurance Corporation, the Securities and Exchange Commission and the Commodity Futures Trading...more

Goodwin

U.S. Federal Agencies Finalize Revisions to Volcker Rule Covered Funds Restrictions

Goodwin on

The five U.S. federal regulatory agencies responsible for implementing the Volcker rule — the Board of Governors of the Federal Reserve System (Federal Reserve), the Office of the Comptroller of the Currency (OCC), the...more

Holland & Knight LLP

Corporate Transparency Act: A New Regulatory Requirement for Business

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The U.S. House of Representatives passed the Corporate Transparency Act of 2019 (HR 2513) by a vote of 249-173, including 25 Republicans, on Oct. 22, 2019. A companion bill is being reviewed by the Senate. The purpose of HR...more

White & Case LLP

New Staff Legal Bulletin No. 14K – More Clarity From Corp Fin Staff on Core Rule 14a-8 Bases for Exclusion of Shareholder...

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On October 16, 2019, the Securities and Exchange Commission’s (“SEC”) Division of Corporation Finance (“Corp Fin”) issued Staff Legal Bulletin No. 14K (“SLB 14K”) addressing shareholder proposals.  This guidance follows Corp...more

Dechert LLP

FINRA Proposes Amendments to Rules 5130 and 5131 Governing Purchase and Sale of Initial Equity Public Offerings and New Issue...

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The Financial Industry Regulatory Authority on July 26, 2019 filed with the Securities and Exchange Commission a proposal to amend FINRA Rules 5130 and 5131 (collectively, Rules) (Proposed Amendments).1 The Proposed...more

Whitman Legal Solutions, LLC

Orange Groves, Pay Phones, Visas, and Violins: Why Your Real Estate or Business Investment May be Subject to Securities Regulation

A recent Wall Street Journal headline announced “SEC Looks Into Kushner Cos. Over Use of EB-5 Program for Immigrant Investors.” It is not unusual to hear that a company is being investigated by the government over...more

Alston & Bird

SEC Provides Guidance on Exclusion of Shareholder Proposals

Alston & Bird on

On October 22, 2015, the staff of the Division of Corporation Finance (the “Division”) of the U.S. Securities and Exchange Commission (SEC) released the highly anticipated Staff Legal Bulletin No. 14H (SLB 14H) concerning...more

Dechert LLP

New SEC Guidance Makes Excluding Shareholder Proposals More Difficult

Dechert LLP on

In Staff Legal Bulletin 14H released on October 22, 2015, the staff of the SEC’s Division of Corporation Finance weighed in on two important means by which a company may exclude a shareholder proposal from company proxy...more

Skadden, Arps, Slate, Meagher & Flom LLP

"SEC Adopts CEO Pay Ratio Disclosure Requirements"

On August 5, 2015, in a 3-2 vote, the U.S. Securities and Exchange Commission (SEC) adopted final rules implementing the controversial “CEO pay ratio” disclosure requirements that were proposed in 2013 and mandated by...more

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