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Proxy Advisory Firms Securities Exchange Act

Morrison & Foerster LLP

Top 5 SEC Enforcement Developments for June 2024

Each month, we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: •The Supreme Court’s Jarkesy decision and its impact on the...more

Nutter McClennen & Fish LLP

Nutter Securities Enforcement Update: March 1, 2024

The Nutter Securities Enforcement Update is a periodic update of noteworthy recent securities enforcement activity, settlements, decisions, and charges. We provide brief summaries that highlight recent enforcement action...more

Skadden, Arps, Slate, Meagher & Flom LLP

2023 Compensation Committee Handbook

Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors...more

Carlton Fields

Possible SEC Proxy/Whistleblower Rule U-Turns? Could Reverse Trump-Era Actions

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The SEC, in an unusual move, is reconsidering certain significant proxy rules that it adopted just last year.  An SEC announcement of Chair Gary Gensler’s rulemaking agenda states that the Division of Corporation Finance “is...more

Troutman Pepper

SEC Adopts Amendments to Provide Investors More Information on Proxy Voting Advice

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On July 22, the U.S. Securities and Exchange Commission (SEC) voted to adopt amendments (Amendments) to certain of its rules governing proxy solicitations under the Securities Exchange Act of 1934 (Exchange Act). The...more

King & Spalding

SEC Views Proxy Advice as Solicitation under Federal Proxy Rules

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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

Jones Day

SEC Enforcement in Financial Reporting and Disclosure: 2019 Year-End Update

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We are pleased to present our annual year-end update on financial reporting and issuer disclosure enforcement activity for 2019. This White Paper focuses on the U.S. Securities and Exchange Commission's ("SEC") enforcement...more

Jones Day

SEC Proposes Updates to Shareholder Proposal Rules and Proxy Voting Advice Regime

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The Situation: As part of the U.S. Securities and Exchange Commission's ("SEC") continued focus on reforming the proxy process, the SEC proposed new amendments to modernize the shareholder proposal rule, Rule 14a-8 of the...more

White & Case LLP

SEC Proposes Rule Amendments to Enhance Regulation of Proxy Advisers

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On November 5, 2019, the Securities and Exchange Commission (“SEC”) proposed amendments to the federal proxy rules that would enhance the SEC’s regulation of proxy advisory firms.1 The proposed amendments to Rules 14a-1,...more

Akin Gump Strauss Hauer & Feld LLP

SEC Proposes Amendments to Procedures and Ownership and Resubmission Thresholds for Shareholder Proposals Under Rule 14a-8

On November 5, 2019, the Securities and Exchange Commission (SEC) proposed amendments to Securities Exchange Act Rule 14a-8, which requires a public company to include shareholder proposals in the company’s own proxy...more

Alston & Bird

SEC Proposes Rule Amendments to Modernize Shareholder Proposals and Improve Accuracy and Transparency of Proxy Voting Advice

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Our Securities Group analyzes two sets of proposed rules from the Securities and Exchange Commission that would change proxy statements and proxy voting disclosures....more

Wilson Sonsini Goodrich & Rosati

SEC Proposes Amendments to Rules Relating to Proxy Voting Advice and Shareholder Proposals

At an open meeting on November 5, 2019, the U.S. Securities and Exchange Commission (SEC) voted to propose amendments to 1) the exemptions from “solicitation” relied upon by proxy advisory firms and 2) certain of the...more

Dorsey & Whitney LLP

SEC to Discuss Proxy Adviser Regulation and Resubmission Thresholds for Shareholder Proposals at November 5, 2019 Open Meeting

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Yesterday the SEC announced the agenda for its upcoming open meeting to be held on Tuesday, November 5 at 10:00 a.m. EST. All SEC open meetings are webcast and a hyperlink to the webcast will be posted to www.sec.gov shortly...more

BCLP

Securities and Corporate Governance Update – October 2019

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This newsletter discusses noteworthy updates, key regulatory decisions and upcoming compliance reminders. In this edition, we review: ...SEC Changes Approach to Shareholder Proposal No-Action Requests ...SEC Issues...more

Katten Muchin Rosenman LLP

SEC Warns Advisers to Up Their Game on Proxy Voting

On August 21, a sharply divided Securities and Exchange Commission (SEC) issued two interpretive releases addressing the proxy voting obligations of investment advisers and the obligations of proxy advisory firms....more

Bennett Jones LLP

Who Watches the Watchers? SEC Issues Guidance on Proxy Advisory Firms

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The United States Securities and Exchange Commission (SEC) recently issued guidance on the applicability of certain U.S. proxy rules to voting advice given by proxy advisory firms, such as ISS and Glass Lewis. This initiative...more

Perkins Coie

SEC Issues Guidance and Interpretation Aimed at Proxy Voting

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The U.S. Securities and Exchange Commission (SEC) held an open meeting on August 21, 2019, (the Open Meeting) and approved two items: (1) guidance regarding the proxy voting responsibilities of investment advisers under the...more

WilmerHale

SEC Releases New Guidance Related to the Proxy Voting Process for Investment Advisers and Proxy Advisory Firms

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Following a 3-2 vote last week, the Securities and Exchange Commission has released two pieces of guidance related to the proxy voting process: ..Commission Guidance Regarding Proxy Voting Responsibilities of Investment...more

Dorsey & Whitney LLP

SEC Adopts Guidance Impacting Voting Recommendations from Proxy Advisory Firms

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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

Skadden, Arps, Slate, Meagher & Flom LLP

2019 Compensation Committee Handbook

The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. The fifth edition of the Compensation Committee Handbook, authored by our Executive Compensation and Benefits Group,...more

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