Shareholder proposal rule
Class Action Trends – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
We are often asked by clients to assist them in preparing for and holding their annual meetings of stockholders. A variety of materials provide guidance on the major components of an annual meeting, such as proxy statement...more
The proxy statement has become an integral component of a public company’s preparation for its annual meeting of shareholders. The rules and regulations under the Securities and Exchange Act of 1934 (the Exchange Act),...more
The new registration statement guidance will make capital raises by non-WKSI companies filing on Form S-3 easier, as they can proceed with offerings during periods before their proxy statements are finalized – a privilege...more
On February 12, 2025, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14M (SLB 14M) setting forth staff guidance on shareholder proposals submitted...more
Each year in our Annual Memo series, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form...more
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
In one of its first actions under the new Administration, the SEC staff issued new guidance that largely reinstated older guidance that had supported the ability of public companies to exclude shareholder proposals from their...more
Our Securities Group examines the Securities and Exchange Commission’s new guidance on the “economic relevance” and “ordinary business” exclusions for shareholder proposals....more
On February 12, 2025, the Division of Corporation Finance (Staff) of the US Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14M (SLB 14M) concerning shareholder proposals for public company proxy...more
The primary development in executive compensation disclosure for the 2025 proxy season is new Item 402(x) under Regulation S-K, relating to the disclosure of stock option grant timing policies and practices. Companies with...more
Sure, it’s important to know that Corp Fin recently issued three new CDIs and updated two existing CDIs regarding Notices of Exempt Solicitations (also known as “PX14A6G” filings)....more
This Client Alert provides an overview of new developments and highlights key considerations for calendar year-end public companies preparing their Annual Reports on Form 10-K for 2024 and proxy statements for annual meetings...more
As we bid farewell to 2024, we welcome not only another year but also several new disclosure requirements. In this Snapshot, we summarize several developments and best practices for public companies to consider as the 2024...more
Welcome to the latest edition of Fenwick’s Securities Law Update....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
Recently, the SEC announced settled charges against a former chairman/CEO and director of Church & Dwight Co. Inc., for violating proxy disclosure rules by standing for election as an independent director without informing...more
As 2023 comes to an end, we reflect on how active the Securities and Exchange Commission’s rulemaking agenda was throughout the year. As companies prepare for their annual reports and proxy statements, we summarize new...more
For the upcoming 2024 proxy and annual reporting season, there are a number of key issues to consider and keep an eye on for further developments as preparations commence. This alert provides an overview of these issues and...more
On December 7, 2022, the Staff of the Securities and Exchange Commission issued three Compliance and Disclosure Interpretations that address the universal proxy rules. These are included in the Staff’s Proxy Rules and...more
Proxy season is once again upon us! When preparing proxy materials in 2022, issuers should focus on meaningful engagement with shareholders and integrating environmental and social disclosure into their circulars and other...more
The SEC announced settled charges against formerly publicly-traded Leaf Group Ltd. for failing to adequately evaluate and disclose in its annual proxy statement the lack of independence of a director and a board committee as...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
In 2016 the SEC adopted proposed rules related to use of universal proxies in contested director elections. The SEC has now adopted final rules. The SEC also adopted changes to the form of proxy and proxy statement...more