Shareholder proposal rule
Class Action Trends – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
We invite you to read our latest client alert to assist in the preparation of your 10-K and 2025 annual meeting proxy statement. This alert highlights new disclosure requirements, hot topics and regulatory enforcement actions...more
The following new disclosure will be required in companies’ upcoming Forms 10-K (FY 2024) and/or proxy statements...more
On November 21, 2023, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued eight new Compliance & Disclosure Interpretations (C&DIs), and revised two previously issued C&DIs,...more
Companies that are listed on the Nasdaq Stock Market or the New York Stock Exchange are required to adopt a clawback policy that provides for the recovery from any current or former executive officers of incentive-based...more
On September 27th, 2023, the SEC brought charges against six officers, directors and major shareholders of public companies for repeated failures to make timely filings pursuant to Section 13 and Section 16 of the Securities...more
As noted in a prior post, both the New York Stock Exchange (“NYSE”) and Nasdaq have adopted listing standards that requires issuers to adopt compliant clawback policies by December 1, 2023. Adoption of such policies and/or...more
Based on recent developments, we have additional items to supplement our October 10, 2022 post, which highlighted key considerations for the 2022 proxy and annual report season....more
As companies look ahead to the upcoming proxy and annual report season, the SEC has generated a number of new items to add to your compliance checklist. Those items, along with a few other “hot topics,” include the...more
In the years following the banking and financial crisis of 2008, there was a particular focus by the media and lawmakers on CEOs and other executives collecting hundreds of millions of dollars in compensation. In response,...more
April, May and June are typically the most popular months for public companies to host their annual meetings of shareholders. This year, the unprecedented public health concern resulting from the coronavirus or COVID-19...more
On February 6, 2019, the Division of Corporation Finance (Staff) of the Securities and Exchange Commission published new interpretive guidance regarding board diversity disclosures, which should be considered when preparing...more
The Securities and Exchange Commission (SEC) has adopted new rules that will require public companies to disclose their hedging practices and policies for employees, officers and directors in proxy and information statements...more
U.S. companies face a dizzying array of challenges, including from disruptive technologies and cybersecurity threats; economic and geopolitical uncertainties; climate change and evolving sustainability metrics; and questions...more
As the fiscal year wraps up and SEC registrants begin to think about their 10-K and proxy, this is a good time for businesses to refresh their disclosure and to consider whether language that reappears annually still...more
The U.S. Department of Labor’s Wage & Hour Division recently announced its proposal to amend 29 C.F.R. Part 541, containing the “white collar” exemption for executive, administrative, and professional employees. The...more
MusclePharm Corporation, or MSLP, and certain related parties recently settled an SEC enforcement action which included charges related to non-disclosure of certain perks. The SEC alleged from 2010 through July 2014, MSLP...more
The SEC recently adopted its final pay ratio disclosure rules. Commencing in early 2018, public companies[1] will have to disclose (i) their CEO's total annual compensation, (ii) the median total annual compensation of all...more
This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more
The SEC has adopted a final “pay ratio” rule required by Section 953(b) of the Dodd Frank Act. In general, the “pay ratio” rule requires public companies to disclose the median of the annual total compensation of all...more
On July 1, 2015, the SEC issued a proposal to implement the last of the compensation-related provisions of the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act that remained untouched on the SEC's plate—Section...more
The Securities and Exchange Commission plans to issue a concept release in early 2015 addressing possible changes in the audit committee disclosures in proxy statements. SEC Chair Mary Jo White disclosed this plan at the...more
Earlier this month, the SEC announced charges against six public companies for contributing to their insiders’ failure to properly file Form 4s or for violating the Item 405 proxy disclosure requirements for late insider...more
Last week, the Securities and Exchange Commission (SEC) announced settled charges against (i) 28 officers, directors and major beneficial owners of publicly traded companies that failed to file Schedules 13D and 13G and...more
If you have a proposal to adopt or amend the company’s equity plan in the proxy statement that you file with the SEC after September 8, 2014, then you can use a new data verification portal recently launched by Institutional...more
The SEC’s Divisions of Investment Management and Corporation Finance issued Staff Legal Bulletin No. 20 (the “Guidance”) which provides guidance from the Division of Investment Management to investment advisers on their...more