ERISA Plan Fiduciaries’ Proxy Voting: Regulatory Updates
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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