Should Your Company Take a Stand on Political and Social Issues?
Why Every Day Is Proxy Season for Public Companies
Corporate Law Report - Office Party Holiday Risks, Human Trafficking, the Fiscal Cliff, More
A “short attack” is a campaign in which a short seller publishes a critical report about a target company in order to profit from the ensuing decline in the company’s share price....more
Recently, Corp Fin issued a slew of new and revised CDIs and New Question 133.02 states that Corp Fin recognizes that the “broker search” may be completed in less than 20 business days prior to record date....more
As part of their annual policy review cycles, Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”) have released their compensation-related voting policy updates that will apply starting with the...more
With the partial federal government shutdown likely to close the SEC for only a day or two – see this new set of Corp Fin FAQs on the impact of a shutdown, which is essentially the same as the guidance from the last shutdown;...more
The staff of the SEC’s Division of Corporation Finance has announced a significant policy shift in Proxy Rules Revised C&DI Question 126.06 regarding voluntary Notices of Exempt Solicitation under Exchange Act Rule 14a-103. ...more
Activists enjoyed a banner year in 2025. From proxy contest wins at blue-chip companies to a partnership with Taylor Swift’s fiancé, engaged shareholders once again demonstrated their capabilities, creativity and readiness....more
The Wall Street Journal is reporting that Wells Fargo has adjusted its approach to proxy voting and its use of proxy-advisory services, adding another high‑profile example to the growing trend of large financial institutions...more
On January 23, 2026, the Securities and Exchange Commission’s Division of Corporation Finance revised a number of Compliance and Disclosure Interpretations (“CDIs”) and issued several new CDIs. The revised CDIs span...more
On January 23, 2026, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued and updated a series of Compliance & Disclosure Interpretations (C&DIs), including on proxy rules,...more
On 11 December 2025, President Trump issued a long-awaited executive order (EO) entitled “Protecting American Investors from Foreign-Owned and Politically-Motivated Proxy Advisors.” ...more
Last Friday, Corp Fin revised nine CDIs, issued eight new CDIs – and withdrew ten CDIs. A huge shout out to Cooley’s Justin Kisner for the analysis of the CDIs below that are related to the proxy season and deals;...more
As the climate for proxy advisors is becoming more turbulent, public companies may need to adjust their shareholder engagement strategies. ...more
This alert highlights recent updates to Securities and Exchange Commission (SEC) disclosure obligations effective for the upcoming Form 10-K and proxy statement season as well as other regulatory updates companies should...more
BlackRock and Vanguard have released their proxy voting guidelines for the 2026 proxy season. This alert highlights the key updates in BlackRock Investment Stewardship’s (BIS) proxy voting guidelines for US securities and...more
Last month, I blogged several times about what ISS changed in its proxy voting guidelines for this proxy season. Now, ISS has updated its three sets of FAQs – consisting of Non-Compensation FAQs; Executive Compensation FAQs;...more
The members of Maynard Nexsen’s Public Company Advisory Practice counsel public companies and companies aiming to become public on the full range of matters shaping their governance and operation in the public markets. As a...more
Despite geopolitical volatility, tariff policy uncertainty and a slower-than-expected M&A market in the first half of 2025, shareholder activism has not cooled. In fact, 2025 experienced another record year in the U.S. for...more
As public companies prepare for the 2026 reporting season, now is a good time to review and refresh last year’s disclosures. Key Takeaways - Public companies should anticipate significant changes in annual report...more
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on the following topics...more
Last week, Vanguard updated its voting policies for this proxy season. Remember that Vanguard has split its stewardship teams into two – and for this proxy season, it appears there are no substantive differences between the...more
Overview - As public companies prepare for the 2026 proxy and annual reporting season, significant regulatory and market developments are shaping disclosure practices, governance and investor engagement. This update...more
Institutional Shareholder Services (“ISS”) and Glass Lewis have published their Canadian benchmark policy guidelines for the 2026 proxy season. This year’s updates include clarifying changes to ISS’ guidelines relating to...more
Following up on last week’s blog about the stats on this: Ahead of this proxy season, Corp Fin issued this statement saying that it wouldn’t respond to no-action requests – at least until September 30, 2026 – unless a company...more
For the 2026 proxy and annual reporting season, there are a number of key issues to consider as you begin to prepare your annual report and proxy statement. This article provides an overview of these issues and updates in...more
While the pace of amendments and rule changes from the US Securities and Exchange Commission (SEC) slowed in 2025 with the change in presidential administration and the appointment of new SEC Chair Paul S. Atkins...more