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New Rules Shareholders Securities and Exchange Commission (SEC)

Eversheds Sutherland (US) LLP

SEC revamps approach to shareholder proposal exclusions

On February 12, 2025, the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) released new guidance regarding shareholder proposals submitted pursuant to Rule 14a-8 under the Securities...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Spring 2024

Artificial intelligence is not just about chatbots. Increasingly, it is used by government for enforcement, and boards need to prepare for that, just as they need to get ready for upcoming climate disclosure requirements....more

DarrowEverett LLP

SEC’s New Rules Give SPACs, Target Companies Much to Consider

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On January 24, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new final rules relating to special purpose acquisition companies (“SPACs”). The new rules affect both initial public offerings (“IPOs”) for...more

Proskauer - Regulatory & Compliance

SEC Adopts New SPAC Rules

On January 24, 2024, the SEC adopted new rules that apply to SPAC transactions and the adopted rules largely track the agency’s proposals with some notable exceptions. The new rules will become effective 125 days after...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Adopts Rule Changes to Shareholder Ownership Reporting

The SEC shortened Schedule 13D and Schedule 13G beneficial ownership reporting deadlines and amended disclosure requirements. The SEC modified and accelerated the initial filing and amendment deadlines, as well as...more

Paul Hastings LLP

Public Company Watch: October 2023

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In the October edition of our Public Company Watch, we cover key issues impacting public companies, including the SEC adopting rules modernizing beneficial ownership reporting and short sale reporting, and issuing new C&DIs...more

K2 Integrity

SEC’s New Cyber Disclosure Rule: Challenges, Consequences, And Compliance

K2 Integrity on

The U.S. Securities and Exchange Commission’s (SEC) impending cyber disclosure rule, slated to commence on 15 December 2023, underscores an imperative shift towards a more transparent and accountable cybersecurity posture for...more

Foley Hoag LLP - Public Companies & the Law

Energy & Climate CounselFoley Hoag LLP Anticipating the U.S. Securities and Exchange Commission’s ESG Disclosure Rules and...

As more advisory services, investment companies, and public companies have publicized their Environmental, Social, and Governance (ESG) goals, the U.S. Securities and Exchange Commission (SEC) has proposed a set of new rules...more

Skadden, Arps, Slate, Meagher & Flom LLP

Changes in the Market and the Emergence of New Players Together Are Impacting Activism

Despite a slowdown in M&A activity and macroeconomic headwinds, stockholder activism remains a potentially powerful tool for investors aiming to extract value from companies. The activism landscape continues to evolve as new...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights – June 2023

This edition of Skadden’s quarterly Insights looks at the latest trends in shareholder activism, the scrutiny companies are facing over their ESG disclosures and employment considerations for using AI in the workplace, among...more

Foley Hoag LLP - White Collar Law &...

Will Stakeholder Objections and Legal Uncertainty Slow an ESG Revolution?

According to the Securities & Exchange Commission, its proposed revisions to SEC regulations regarding climate change disclosures in May 2022 were intended to provide investors with consistent and reliable information...more

Skadden, Arps, Slate, Meagher & Flom LLP

How the New Proxy Rules Will Affect US Companies Facing Activist Campaigns

Shareholder meetings held this year are subject to new rules that require both companies and activist shareholders to use “universal” proxy cards in contested board elections. Until now, the company and the dissident...more

Skadden, Arps, Slate, Meagher & Flom LLP

Lessons From the First Few Contests Under the Universal Proxy Rules, and the Outlook for 2023

The Securities and Exchange Commission’s (SEC’s) new universal proxy rules, which took effect for meetings after August 31, 2022, require the use of “universal” proxy cards in all director election contests, except for...more

Skadden, Arps, Slate, Meagher & Flom LLP

Preparing for the 2023 Shareholder Proposal Season

On November 15, 2022, Skadden held a webinar titled “Preparing for the 2023 Shareholder Proposal Season.” The panelists were Gianna McCarthy, Director of Corporate Governance for the New York State Common Retirement Fund (NYS...more

Fenwick & West LLP

The SEC's New Pay Versus Performance Rule: FAQ

Fenwick & West LLP on

1. What is the Pay Versus Performance Rule? See our Fenwick alert for a high-level overview of the Pay Versus Performance (PvP) Rule. See also the SEC fact sheet and adopting release. Briefly, the PvP Rule adds a new Item...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

Proskauer - Employee Benefits & Executive...

Practical Considerations for New Pay vs. Performance Disclosure Requirement

The SEC’s final rule on Pay Versus Performance becomes effective on October 8, 2022, and will require new executive compensation disclosures for the upcoming proxy season (for annual proxy statements that include executive...more

Sheppard Mullin Richter & Hampton LLP

SEC Releases Pay Versus Performance Disclosure Requires For Public Companies

On August 25, 2022, the Securities and Exchange Commission adopted a pay versus performance rule in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act. The rule requires a registrant to disclose, in...more

White & Case LLP

SEC Adopts Pay Versus Performance Disclosure Rules

White & Case LLP on

On August 25, 2022, the Securities and Exchange Commission (the "SEC") adopted new rules implementing the pay versus performance disclosure mandated by Congress in the Dodd-Frank Wall Street Reform and Consumer Protection Act...more

Wilson Sonsini Goodrich & Rosati

SEC Adopts Final Pay-for-Performance Rules

On August 25, 2022, the U.S. Securities and Exchange Commission (SEC) approved final rules on the correlation between executive pay and company performance (pay-for-performance). As discussed in our previous client alert,...more

BCLP

Universal proxies are here - are you ready?

BCLP on

As discussed in our November 17, 2021 post, management of public companies are required to use universal proxy cards for shareholder meetings involving most election contests held after August 31, 2022. This means that both...more

Womble Bond Dickinson

SEC Adopts Pay for Performance Rules

Womble Bond Dickinson on

​​​​​​​On August 25, the SEC adopted rules implementing the pay for performance disclosure mandated by the Dodd-Frank Act. The rules, originally proposed in 2015 and subject to a reopened comment period earlier this year,...more

Latham & Watkins LLP

SEC Imposes Expansive New “Pay Versus Performance” Disclosure Requirements on Public Companies

Latham & Watkins LLP on

The new rules significantly expand required disclosure of the relationship between executive compensation and performance metrics, effective for the 2023 proxy season. ...more

Keating Muething & Klekamp PLL

Pay for Performance Rules Finally Here—What You Need to Know

At long last, on August 25, 2022, the Securities and Exchange Commission adopted the pay versus performance disclosure requirements directed by the Dodd-Frank Act over twelve years ago. The surprise rulemaking action is...more

Katten Muchin Rosenman LLP

SEC Proposes to Clear-Up Clearing Agencies' Governance to Mitigate Directors' Potential Conflicts of Interest

Clearing agencies registered with the Securities and Exchange Commission (SEC) will have to make governance changes to their boards of directors under a new rule proposed by the SEC on August 8, 2022....more

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