ESG and SEC Enforcement in 2022
Videocast: Asset management regulation in 2020 videocast series – Advisers Act regulatory agenda
Videocast: Asset management regulation in 2020 videocast series – DOL: What’s ahead
ERISA Plan Fiduciaries’ Proxy Voting: Regulatory Updates
Suddenly, DExit has moved from the theoretical to the real. Over the last several months, several publicly traded companies have filed proxy materials with the Securities and Exchange Commission that include proposals to...more
ExxonMobil (“Exxon”) filed a complaint in the U.S. District Court for the Northern District of Texas on Sunday, January 21, 2024, seeking a declaratory judgment to exclude a shareholder proposal from its proxy statement...more
Broadly considered, stockholder activism has been a significant phenomenon among the largest U.S. public companies, with activists of a variety of stripes waging campaigns on a wide range of issues including in the form of...more
Shareholder meetings held this year are subject to new rules that require both companies and activist shareholders to use “universal” proxy cards in contested board elections. Until now, the company and the dissident...more
In the current environment, tax-free spinoffs may be the best option for companies focusing their business lines, we explain in this issue of The Informed Board. Spin-offs do not depend on third parties, and they preserve...more
REGULATORY UPDATES - Recent SEC Leadership Changes - The Securities and Exchange Commission (the “SEC”) announced that Megan Barbero, currently SEC Principal Deputy General Counsel, will be appointed General Counsel,...more
The Securities and Exchange Commission’s (SEC’s) new universal proxy rules, which took effect for meetings after August 31, 2022, require the use of “universal” proxy cards in all director election contests, except for...more
On November 15, 2022, Skadden held a webinar titled “Preparing for the 2023 Shareholder Proposal Season.” The panelists were Gianna McCarthy, Director of Corporate Governance for the New York State Common Retirement Fund (NYS...more
During the third quarter of 2022, the SEC amended rules governing proxy voting advice, proposed amendments to shareholder proposal regulation, and adopted its long-awaited final pay versus performance disclosure rules (a...more
As discussed in our November 17, 2021 post, management of public companies are required to use universal proxy cards for shareholder meetings involving most election contests held after August 31, 2022. This means that both...more
SEC adopts final proxy voting advice rules - On July 13, the Securities and Exchange Commission announced it had adopted final rules governing proxy voting advice that, among other things, rescind certain provisions it...more
Our Securities Group examines how the Securities and Exchange Commission has rescinded a pair of Trump Administration rules that affected proxy advisory firms’ ability to deliver timely advice to their clients....more
U.S. Securities and Exchange Commission (SEC) Chair Gary Gensler has had a very active regulatory agenda that has invited a lot of controversy due to both its ambitious scope and the speed of implementation. While there are...more
The Securities and Exchange Commission recently revisited two proxy-related matters by (a) adopting amendments to the proxy rules governing proxy voting advice and (b) proposing amendments to the shareholder proposal rule in...more
On June 13, 2022, the U.S. Securities and Exchange Commission (1) adopted amendments (the “Amendments”) to the proxy rules related to proxy advisory firms and (2) released proposed rules (“Proposed Rules”) regarding the...more
Shareholder Proposal - Rule On July 13, 2022, the US Securities and Exchange Commission (the “SEC”) proposed amendments to revise three of the substantive bases for exclusion of shareholder proposals under Rule 14a-8 of...more
On November 17, 2021, the U.S. Securities and Exchange Commission (the SEC) adopted amendments to the proxy rules to require (and implement) the use of a universal proxy card in proxy contests for most SEC-registered...more
Recent changes in the Securities and Exchange Commission (SEC) proxy rules will give shareholders the ability to vote for directors like never before. The new rules will require companies to provide universal proxy cards to...more
The U.S. Securities and Exchange Commission (SEC) approved mandatory “universal proxy” on November 17, 2021. The final rules will apply to contested director elections at shareholder meetings held after August 31, 2022. The...more
At an open meeting yesterday, the SEC took up two rulemakings aimed at shareholder voting. First, the SEC voted four to one (a bipartisan if not unanimous vote) to adopt amendments to the proxy rules—initially proposed in...more
John Jenkins at DealLawyers.com took note of this recent blog by Professor Ann Lipton concerning the stockholder vote at The Tribune Publishing Company. The gist of both these blogs was the decision by a 24% stockholder in...more
Covering legal developments and regulatory news for funds, their advisers and industry participants through October of 2020. ...more
INTRODUCTION - On 22 July 2020, the Securities and Exchange Commission (the SEC) adopted amendments to the rules governing proxy solicitations (the Amendments) designed to regulate voting advice provided by firms such as...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
On November 5, 2019, the SEC issued a release proposing amendments to the federal proxy rules that are intended to enhance the accuracy and transparency of information provided by proxy advisory firms to investors and...more