News & Analysis as of

Guidance Update Shareholders

BCLP

Shareholder Engagement by Investors May Trigger Requirement to Convert From Schedule 13D to 13G

BCLP on

The SEC staff recently modified guidance indicating when “shareholder engagement” by an investor holding more than 5% of the stock of a public company constitutes “influencing control” that requires reporting on a long-form...more

Venable LLP

Court of Chancery Provides Further Guidance on Advance Notice Bylaw Amendments Amidst a Proxy Contest

Venable LLP on

Hi In “a tale of wins and losses on both sides,” the Delaware Court of Chancery reiterated that advance notice bylaws adopted amid an approaching proxy contest are reviewed through the lens of enhanced judicial scrutiny to...more

Skadden, Arps, Slate, Meagher & Flom LLP

Executive Compensation: Considerations for UK Companies for the 2023 Voting Season

U.K. institutional investor bodies, including the Investment Association (IA), Institutional Shareholder Services (ISS), Legal & General Investment Management (LGIM) and Glass, Lewis & Co. (Glass Lewis) recently published...more

King & Spalding

IRS and Treasury Issue Interim Guidance on 1% Stock Buyback Tax

King & Spalding on

On December 27, 2022, the IRS and Treasury issued Notice 2023-2 (the “Notice”), which provides guidance relating to the application of the new excise tax on repurchases of corporate stock (the “Stock Buyback Tax”) under...more

BCLP

UK COVID and Executive Remuneration: IA issues further guidance

BCLP on

The Investment Association (IA) has published (i) additional guidance on shareholder expectations for executive remuneration in light of COVID; (ii) its 2021 Principles of Remuneration; and (iii) its statement on executive...more

King & Spalding

SEC Views Proxy Advice as Solicitation under Federal Proxy Rules

King & Spalding on

The nation’s largest shareholder advisory firm, Institutional Shareholder Services Inc. (“ISS”), recently filed suit against the SEC over new guidelines meant to give investors more transparency into how proxy advisory firms...more

Dorsey & Whitney LLP

SEC Adopts Guidance Impacting Voting Recommendations from Proxy Advisory Firms

Dorsey & Whitney LLP on

In two related releases issued on August 21, the SEC updated its guidance and interpretations to heighten the scrutiny given to the voting recommendations made by proxy advisory firms such as Institutional Shareholder...more

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