Shareholder proposal rule
Class Action Trends – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
On February 12, 2025, the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) issued new guidance that should provide additional leeway for public companies to exclude...more
Becoming a first-time director of a public company is a goal not easily achieved and can represent a significant personal and professional accomplishment, giving an individual a platform to share their expertise to help a...more
Last week, the SEC announced settled charges against James R. Craigie, a former CEO, Chair and board member of Church & Dwight Co. Inc., an NYSE-listed “manufacturer of consumer-packaged goods,” for “violating proxy...more
Last week, at the SEC’s Investor Advisory Committee meeting, the Committee discussed two topics described as “pain points” for investors: tracing in §11 litigation and shareholder proposals. In the discussion of §11 and...more
Both investors and companies are maturing in how they view critical issues raised at the corporate ballot box. Even amid a proxy season that included “the priciest shareholder fight ever,” according to The Wall Street...more
Who reads those things? It is a common refrain that I have thought to myself when clicking through an electronic agreement for my latest iOS update or tossing in the trash the latest terms and conditions update for my auto...more
Federal Reserve Hints at Government-Backed Cryptocurrency; Third Circuit Affirms Dismissal of Securities Fraud Class Action Against Shutterfly Inc. Regarding Allegedly Misleading Financial Projections; Ninth Circuit Holds...more
March Madness extends into April as the Commission markedly increases its focus on SPACs. Surprise pronouncements call into question use of the PSLRA safe harbor for projections and accounting treatment for warrants....more
Over the past year, Bradley’s corporate and securities attorneys have fielded numerous questions about special purpose acquisition companies, or SPACs, and how they are impacting the M&A market in the United States. While...more
In the News. The Office of the Comptroller of the Currency (OCC) finalized its “true lender” rule, which establishes that a national bank or federal savings association (bank) is the “true lender” of a loan if, as of the...more
On June 5, 2019, the Securities and Exchange Commission (SEC) declined to issue a no-action letter to CorVel Corporation with respect to CorVel’s intention to exclude from its proxy materials a shareholder proposal regarding...more
At a meeting last week of the SEC’s Investor Advisory Committee, the primary focus of the discussion was the panoply of problems associated with the infrastructure supporting the proxy voting system, so-called “proxy...more
According to media reports, this year several high-profile companies, including Apple, Facebook, and Intel, have received or responded to proposals from investors requesting shareholder votes on the issue of whether the...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
Overview of SPACs and Latest Trends - A number of recent successful business combination transactions involving special-purpose acquisition companies (SPACs) led by prominent sponsors have driven a resurgence in the SPAC...more
The Securities and Exchange Commission (SEC) adopted the final "pay ratio" disclosure rules to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) at an open meeting on...more
OVERVIEW - On July 1, 2015, the US Securities and Exchange Commission (SEC) issued a concept release relating to its audit committee reporting requirements. This release references two Public Company Accounting Oversight...more
In this issue: - Recent Developments Relating to Rights to Exclude Shareholder Proposals from Proxy Statements - SEC Approves MSRB Best Execution Rule - SEC Sanctions Operator of Unregistered Virtual...more
It’s common knowledge that investors, analysts and other stakeholders view certain non-financial information as increasingly important indicators of a company’s long-term value. This information tends to be grouped into three...more