News & Analysis as of

Securities and Exchange Commission (SEC) Proxy Solicitations

Akin Gump Strauss Hauer & Feld LLP

Amendments to Proxy Advisor Rules Become Effective

On September 19, 2022, amendments to the Securities and Exchange Commission (SEC) rules governing proxy solicitations became effective. The amendments, proposed on November 17, 2021, seek to address concerns by investors and...more

Nelson Mullins Riley & Scarborough LLP

SEC Releases Fee Rate Advisory, Effective October 1, 2022

The SEC recently released its first fee rate advisory for fiscal year 2023. The new fee rate of $110.20 per million dollars (an increase from the current fee rate of $92.70 per million dollars) will be effective October 1,...more

K&L Gates LLP

Déjà Vu All Over Again: SEC Reverses 2020 Proxy Rules Changes and Proposes Shareholder Proposal Rule Changes

K&L Gates LLP on

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

Mayer Brown Free Writings + Perspectives

SEC Votes on Changes to Shareholder Proposal and Proxy Solicitation Rules

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

Mayer Brown Free Writings + Perspectives

New SEC CD&Is Impacting Mergers and Acquisitions

On March 22, 2022, the staff (Staff) of the US Securities and Exchange Commission (SEC) issued six compliance and disclosure interpretations (CD&Is) impacting mergers and acquisitions. Two of the new CD&Is relate to Item 1.01...more

Akin Gump Strauss Hauer & Feld LLP

SEC Proposes Amendments to July 2020 Rules Governing Proxy Advisors and Proxy Voting Advice Businesses

On November 17, 2021, the Securities and Exchange Commission (SEC) proposed amendments to its rules governing proxy solicitations. The proposals seek to address concerns by investors and others that the current rules may...more

Bradley Arant Boult Cummings LLP

Securities and Exchange Commission Issues New Universal Proxy Rules

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

Mayer Brown Free Writings + Perspectives

SEC Proposes To Rescind Recently Adopted Proxy Voting Advice Rules

The US Securities and Exchange Commission (the “SEC” or the “Commission”) proposed changes to the proxy solicitation rules on November 17, 2021. The proposed changes would rescind certain new rules adopted by the SEC in July...more

Cooley LLP

SEC proposes to undo key provisions of 2020 proxy advisory firm rules

Cooley LLP on

[This post revises and updates my earlier post primarily to reflect the contents of the proposing release.] - At an open meeting on November 17, the SEC voted, three to two, to propose amendments to the proxy rules that...more

Goodwin

New Rules for Proxy Contests: SEC Adopts Mandatory Universal Proxy Rules

Goodwin on

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

Cooley LLP

Blog: SEC decreases fee rates for fiscal 2022, which begins October 1, 2021

Cooley LLP on

Yesterday, the SEC announced that it was reducing the fees it charges issuers to register their securities. In fiscal 2022, the fee rates for registration of securities and certain other transactions will be $92.70 per...more

Mayer Brown Free Writings + Perspectives

SEC Revisiting Applicability of Proxy Rules to Proxy Voting Advice by Advisory Firms

The US Securities and Exchange Commission (SEC) is actively reconsidering its position on the applicability of its proxy rules to proxy voting advice. Background - In July 2020, the SEC adopted amendments to its proxy...more

Bass, Berry & Sims PLC

SEC Adopts Amendments to Shareholder Proposal Requirements, Modestly Raising Thresholds

Bass, Berry & Sims PLC on

On September 23, the Securities and Exchange Commission (SEC) approved amendments, originally proposed in November 2019 and discussed in a prior blog post, to Rule 14a-8, which governs the process for a shareholder to have...more

Perkins Coie

SEC Amends Proxy Rules Relating to Proxy Advisers and Supplements Proxy Voting Guidance for Investment Advisers

Perkins Coie on

The U.S. Securities and Exchange Commission on July 22, 2020, adopted final amendments to its proxy solicitation rules to codify the SEC’s longstanding view that proxy voting advice generally constitutes a solicitation within...more

Goodwin

Financial Services Weekly: Amendments To SEC Proxy Solicitation Rules Approved By A 3-1 Vote

Goodwin on

In This Issue. The Securities and Exchange Commission (SEC) finalized amendments to its proxy solicitation rules that will modify the practices of proxy advisory firms, providing them with greater transparency and...more

Faegre Drinker Biddle & Reath LLP

SEC Adopts Amendments to Proxy Solicitation Rules

At an open meeting held on July 22, 2020, the Securities and Exchange Commission (SEC) adopted reforms to the proxy solicitation rules (Proxy Advice Amendment) that govern how proxy advisory firms (e.g., Glass, Lewis & Co....more

Fenwick & West LLP

SEC Tightens Regulations on Proxy Advisory Firms

Fenwick & West LLP on

The U.S. Securities and Exchange Commission on July 22, 2020, adopted amendments tightening regulation of proxy voting advice from proxy advisory firms (Release No. 34-89372). The final rule implements additional regulations...more

White & Case LLP

Mitigating Risk of Fraud During the COVID-19 Crisis

White & Case LLP on

Any financial crisis, especially one as pronounced as that triggered by the coronavirus (COVID-19) pandemic, puts companies at heightened risk for fraud. With $2.2 trillion about to be made available for financial relief...more

Fenwick & West LLP

SEC Proxy Voting Guidance Update

Fenwick & West LLP on

In January 2020, Institutional Shareholder Services and the U.S. Securities and Exchange Commission agreed to stay litigation filed by ISS in October challenging the SEC’s interpretation and guidance related to voting...more

King & Spalding

SEC Views Proxy Advice as Solicitation under Federal Proxy Rules

King & Spalding on

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

Vedder Price

Investment Services Regulatory Update - December 2019

Vedder Price on

New Rules, Proposed Rules, Guidance and Alerts – PROPOSED RULES – SEC Proposes Rule Changes for Proxy Advisory Firms – On November 5, 2019, the SEC issued a release proposing amendments to the federal proxy rules...more

Mayer Brown Free Writings + Perspectives

Chair Clayton Testifies in Congress

In his testimony in Congress, Securities and Exchange Commission Chair Jay Clayton provided an update on the rulemaking work undertaken by the SEC during the fiscal year and provided updates on the SEC’s priorities. ...more

Vedder Price

SEC Proposes Rule Changes for Proxy Advisory Firms

Vedder Price on

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

Vedder Price

Investment Services Regulatory Update - November 2019

Vedder Price on

New Rules, Proposed Rules, Guidance and Alerts - PROPOSED RULES – SEC Proposes Rule Changes for Proxy Advisory Firms – On November 5, 2019, the SEC issued a release proposing amendments to the federal proxy rules...more

Fenwick & West LLP

SEC Proposes Rules Targeting Proxy Advisory Firms

Fenwick & West LLP on

The U.S. Securities and Exchange Commission has proposed amendments to the proxy solicitation rules, directly targeting proxy advisory firms (Release No. 34-87457). Consistent with the updated interpretative guidance the SEC...more

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