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
On July 1, 2025, the U.S. Court of Appeals for the District of Columbia Circuit ended more than five years of uncertainty and confusion by ruling that proxy voting advice issued by proxy advisors is not a “solicitation” under...more
On July 1, 2025, a federal court of appeals held that the SEC's regulation of proxy advice exceeded its authority and the SEC's 2020 proxy advisor regulations are not valid. The court closely tracks the district court's...more
Mutual funds and other registered investment companies have long had an obligation to file Form N-PX, giving the SEC and the public access to how a fund voted proxies on an annual basis. New Rule 14Ad-1 under the Securities...more
Seward & Kissel is reminding its clients about the SEC’s new proxy vote reporting requirements that are applicable to certain institutional investment managers. The Form N‑PX filing deadline is August 31, 2024....more
On June 26, 2024, the U.S. Court of Appeals for the Fifth Circuit vacated the SEC’s 2022 rescission of certain rule amendments regarding proxy advisory firms, holding that the SEC’s explanation for rescinding the amendments...more
New Rule 14Ad-1 under the Exchange Act – which becomes effective on July 1, 2024 – will require institutional investment managers subject to the reporting requirements of Section 13(f) of the Exchange Act (known as “13F...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
On July 1, 2023, the first reporting period for disclosure on Form N-PX of proxy votes regarding certain executive compensation matters began for institutional investment managers that file Form 13F under the Securities...more
This legal update summarizes (a) the reporting requirements under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are generally applicable to persons that own, or exercise investment...more
The Securities and Exchange Commission (SEC) recently adopted rule and form amendments (Amendments) under the Investment Company Act of 1940 to enhance the information that mutual funds, exchange-traded funds, and other...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
Summaries of recent legislative and regulatory developments with respect to: •SEC’s 2022 Examination Priorities • Proposed Amendments to Form PF Requirements- •Proposed New Rules Applicable to Private Fund Advisers and...more
With the stated goal of making it easier for investors to identify votes of interest and compare and analyze voting records, on September 29, 2021, the SEC released a proposed rule and amendments to Form N-PX (collectively,...more
On September 29, 2021, the U.S. Securities and Exchange Commission (SEC) proposed amendments to Form N-PX to provide greater transparency to the information registered management investment companies (Funds) report about...more
The SEC, in an unusual move, is reconsidering certain significant proxy rules that it adopted just last year. An SEC announcement of Chair Gary Gensler’s rulemaking agenda states that the Division of Corporation Finance “is...more
Covering legal developments and regulatory news for funds, their advisers and industry participants through October of 2020. ...more
On July 22, the U.S. Securities and Exchange Commission (SEC) voted to adopt amendments (Amendments) to certain of its rules governing proxy solicitations under the Securities Exchange Act of 1934 (Exchange Act). 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
This newsletter discusses noteworthy updates, key regulatory decisions and upcoming compliance reminders. In this edition, we review: ...SEC Changes Approach to Shareholder Proposal No-Action Requests ...SEC Issues...more
Following a 3-2 vote last week, the Securities and Exchange Commission has released two pieces of guidance related to the proxy voting process: ..Commission Guidance Regarding Proxy Voting Responsibilities of Investment...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