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
Just in time for the commencement of proxy season we have this reminder from SEC Enforcement about disclosures of related-person transactions. Failure to properly report on a related-person transaction has been a subject of...more
Public companies can breathe a sigh of relief, at least for now, that the Securities and Exchange Commission's 14a-8 regulatory process for excluding shareholder proposals remains intact....more
Looking ahead to the upcoming 2023 proxy season, the U.S. Securities and Exchange Commission (“SEC”) has adopted new compensation disclosure obligations that will require significant thought, preparation, and lead time. These...more
On August 31, 2022, the universal proxy rules adopted last year by the Securities and Exchange Commission (SEC) will go into effect. The rules require proxy cards distributed by public companies and activist shareholders in a...more
On July 13, 2022, the Securities and Exchange Commission (the “SEC”) proposed revisions to Rule 14a-8 under the Securities Exchange Act of 1934 to amend certain substantive bases on which U.S. public companies can exclude...more
On November 3 the SEC’s Division of Corporation Finance issued Staff Legal Bulletin 14L (SLB 14L) to provide new guidance on the application of the “ordinary business” and “economic relevance” exceptions to a public company’s...more
The SEC’s Division of Corporation Finance recently published Legal Bulletin 14L (CF) (the “Bulletin”) providing updated guidance on excluding shareholder proposals under Rule 14a-8 under the Exchange Act. Specifically, the...more
Climate-related issues have taken on an enhanced level of concern at the federal government level since the Biden administration rejoined the Paris Agreement in an effort to stem climate change impacts, and the administration...more
On November 3, 2021, the Division of Corporation Finance (“Corp Fin”) of the U.S. Securities Exchange Commission (“SEC”) released Shareholder Proposals: Staff Legal Bulletin No. 14L(CF) (the “SLB”) to provide information for...more
On September 23, the Securities and Exchange Commission adopted amendments to the “shareholder proposal rule” set forth in Rule 14a-8 of the Securities Exchange Act of 1934, which governs the process for a shareholder to have...more
On September 23rd, the Commission adopted rules altering the shareholder proposals submission (and re-submission) framework under Rule 14a-8 of the Exchange Act for the first time in over twenty years....more
The Situation: Late last year, a shareholder sued NorthWestern Corporation ("NWE") to compel the company to include a climate-change related proposal in its 2020 proxy materials after NWE had notified the staff of 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
Companies preparing for their annual shareholder meetings will need to consider a variety of factors, including new guidance from the Securities and Exchange Commission (SEC) and recommendations from Glass, Lewis & Co. (Glass...more
The U.S. Securities and Exchange Commission (SEC) has issued several important recent updates regarding shareholder proposals and the related no-action request process for companies to consider ahead of the 2019-2020 proxy...more
On October 16, 2019, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) published Staff Legal Bulletin (SLB) No. 14K providing guidance on Rule 14a-8 under the Securities Exchange...more
Earlier this month, the SEC’s Division of Corporation Finance announced that its staff may respond orally instead of in writing to some shareholder proposal no-action requests, beginning with the 2019-2020 proxy season. ...more
On September 6, 2019, the Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) announced changes to how the Division provides responses under the Rule 14a-8 no-action request process. As...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
SEC Adopts Final Rules for Disclosure of Hedging Policies. On December 18, 2018, the SEC approved final rules regarding the disclosure of a company’s hedging practices or policies, as mandated by the Dodd-Frank Act. This...more
On Nov. 1, 2017, the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin (SLB) No.14I to provide additional guidance related to shareholder proposals and Exchange Act Rule 14a-8. Specifically, the SLB...more
For those who want to start preparing for the 2017 proxy season, our preliminary list of important considerations is set forth below: Directors’ and Officer’s Questionnaire - Nasdaq has adopted a rule requiring...more